<PAGE>
                            SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )
 
    Filed by the Registrant /X/
    Filed by a Party other than the Registrant / /
 
    Check the appropriate box:
    / /  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    /X/  Definitive Proxy Statement
    / /  Definitive Additional Materials
    / /  Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or  Section
         240.14a-12
 
                                        PACIFIC ENTERPRISES
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
/X/  $125 per  Exchange Act  Rules 0-11(c)(1)(ii),  14a-6(i)(1), 14a-6(i)(2)  or

     Item 22(a)(2) of Schedule 14A.
/ /  $500  per  each party  to  the controversy  pursuant  to Exchange  Act Rule
     14a-6(i)(3).
/ /  Fee  computed  on   table  below   per  Exchange   Act  Rules   14a-6(i)(4)
     and 0-11.
     1) Title of each class of securities to which transaction applies:
        ------------------------------------------------------------------------
     2) Aggregate number of securities to which transaction applies:
        ------------------------------------------------------------------------
     3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):
        ------------------------------------------------------------------------
     4) Proposed maximum aggregate value of transaction:
        ------------------------------------------------------------------------
     5) Total fee paid:
        ------------------------------------------------------------------------
/ /  Fee paid previously with preliminary materials.
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the  filing for which the  offsetting fee was paid
     previously. Identify the previous filing by registration statement  number,
     or the Form or Schedule and the date of its filing.
     1) Amount Previously Paid:
        ------------------------------------------------------------------------
     2) Form, Schedule or Registration Statement No.:
        ------------------------------------------------------------------------
     3) Filing Party:
        ------------------------------------------------------------------------
     4) Date Filed:
        ------------------------------------------------------------------------

<PAGE>
                              PACIFIC ENTERPRISES
                                                           555 WEST FIFTH STREET
                                                      LOS ANGELES, CA 90013-1011
 
WILLIS B. WOOD, JR.
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
 
                                                                  March 22, 1996
 
Dear Shareholder:
 
    On  behalf of the Board of Directors, it  is a pleasure to invite you to our
Annual Meeting of Shareholders to be held in  Burbank on May 9. I hope you  will
find it convenient to attend.
 
    At  the Annual Meeting, shareholders  will elect ten directors. Confidential
voting is  provided  for  employee shareholders  voting  through  the  company's
employee  benefit plans and other shareholders  may elect confidential voting if
they so desire.
 
    Whether you own a few or many shares  and whether or not you plan to  attend
in  person, it is important  that your shares be voted  at the Annual Meeting. I
urge you to  complete the  enclosed proxy or  voting instruction  and return  it
promptly.  If you have any questions  concerning the Annual Meeting, please call
Pacific Enterprises Shareholder Services, 1-800-722-5483.
 
                                          Very truly yours,
                                          /s/ Willis B. Wood, Jr.
                                          Willis B. Wood, Jr.

<PAGE>

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
    The 110th Annual Meeting of Shareholders of Pacific Enterprises will be held
on Thursday,  May  9, 1996  at  9:30 a.m.  in  the Burbank  Airport  Hilton  and
Convention  Center,  2500  Hollywood  Way, Burbank,  California.  At  the Annual
Meeting, shareholders will consider the following items of business:
 
       1. The election of directors.
 
       2. Such other business as may properly come before the meeting.
 
    Shareholders of  record at  the close  of  business on  March 18,  1996  are
entitled to notice of and to vote at the Annual Meeting.
 
    ONLY  SHAREHOLDERS OF PACIFIC ENTERPRISES ARE  ENTITLED TO ATTEND THE ANNUAL
MEETING.
 
    AN ADMISSION TICKET  TO THE  ANNUAL MEETING IS  PRINTED ON  THE INSIDE  BACK
COVER  OF THIS PROXY STATEMENT. IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
BRING THIS TICKET WITH YOU.  IT WILL ADMIT YOU AND  A GUEST OR FAMILY MEMBER  TO
THE MEETING.
 
    Shareholders who do not bring an admission ticket to the Annual Meeting must
have  their share ownership verified to obtain admission. Shareholders of record
will be admitted upon  verification of record share  ownership at the  admission
desk.  Shareholders  who own  shares through  banks, brokerage  firms, nominees,
employee benefit  plans  or other  account  custodians, must  present  proof  of
beneficial share ownership (such as a brokerage account or employee benefit plan
statement) at the admission desk.
 
    If  you expect  to attend  the Annual  Meeting in  person, please  check the
attendance box  provided  on the  enclosed  proxy card  or  voting  instruction.
Seating  is limited and will be on  a first-come, first-served basis. Doors will
open at 8:30 a.m.
 
                                          Thomas C. Sanger, Secretary
 
M
arch 22, 1996

<PAGE>
                               TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Pacific Enterprises.......................................................    1
Outstanding Shares and Voting Rights......................................    1
Board of Directors........................................................    3
Election of Directors.....................................................    4
Share Ownership of Directors and Executive Officers.......................    8
Financial Performance and Shareholder Returns.............................    9
Report of the Compensation Committee......................................   11
Executive Compensation....................................................   15
Solicitation of Proxies and Voting Instructions...........................   18
Independent Auditors......................................................   19
Annual Reports............................................................   19
Shareholder Proposals.....................................................   19
</TABLE>


<PAGE>
                              PACIFIC ENTERPRISES
 
                            ------------------------
 
                                PROXY STATEMENT
                            ------------------------
 
    Pacific  Enterprises is  providing this  Proxy Statement  to shareholders in
connection with its Annual Meeting of Shareholders to be held May 9, 1996. It is
being mailed to shareholders commencing March 22, 1996.
 
                              PACIFIC ENTERPRISES
 
    Pacific Enterprises is a Los  Angeles-based utility holding company  engaged
in  supplying natural  gas throughout most  of Southern and  portions of Central
California. These  operations  are  conducted through  Southern  California  Gas
Company,  the nation's largest natural  gas distribution utility, which provides
gas service  through 4.7  million meters  to  535 cities  and communities  in  a
23,000-square-mile  service territory with  a population of  17 million. Through
other subsidiaries,  Pacific  Enterprises  is also  engaged  in  interstate  and
offshore  natural  gas  transmission  to serve  its  utility  operations  and in
alternate energy development.
 
    Pacific Enterprises was incorporated in California in 1907 as the  successor
to  a corporation organized in 1886. Its principal executive offices are located
at 555 West Fifth  Street, Los Angeles, California  and its telephone number  is
(213) 895-5000.
 
                      OUTSTANDING SHARES AND VOTING RIGHTS
 
    Shareholders  who are present  at the Annual  Meeting in person  or by proxy
will be entitled to one vote for each share of Pacific Enterprises Common  Stock
and  Voting Preferred Stock which they held of record on March 18, 1996. On that
date 84,809,613 shares of Pacific Enterprises Common Stock and 800,253 shares of
Pacific Enterprises Voting Preferred Stock were outstanding.
 
    Pacific Enterprises' bylaws permit each shareholder who desires to do so  to
elect  that  his  or her  identity  and  individual vote  be  held confidential.
Confidentiality will not apply to the extent that voting disclosure is  required
by  applicable law or is  appropriate to assert or  defend any claim relating to
shareholder voting.  Confidentiality also  will not  apply with  respect to  any
matter  for which shareholder votes are  solicited in opposition to the nominees
or voting recommendations of the Board of Directors
 
                                       1

<PAGE>
unless the persons engaged in  the opposition solicitation provide  shareholders
with voting confidentiality (which, if not otherwise provided, will be requested
by  Pacific Enterprises)  comparable to  the voting  confidentiality provided by
Pacific Enterprises. A  shareholder desiring confidential  voting must mark  the
appropriate box and return the enclosed proxy card.
 
    The  employee  benefit plans  of  Pacific Enterprises  and  its subsidiaries
automatically provide for confidential voting by employees participating in  the
plans.  Employees holding shares through these plans need not take any action to
obtain confidential voting and may vote  their shares by returning the  enclosed
voting instruction.
 
    Proxies  and voting instructions  that are timely received  will be voted in
the manner directed thereon. If no direction is given, they will be voted, as to
the shares for which  they are authorized  to be voted,  in accordance with  the
recommendations  of  the  Board  of  Directors.  Only  votes  for  or  against a
particular matter will be  counted as votes cast  in determining the outcome  of
that matter.
 
                                       2

<PAGE>
                               BOARD OF DIRECTORS
 
    Pacific  Enterprises' entire  Board of Directors  is elected  at each Annual
Meeting of  Shareholders.  During  1995,  the Board  of  Directors  held  twelve
meetings.
 
BOARD COMMITTEES
 
    The  Board of  Directors maintains standing  Audit, Compensation, Executive,
Nominating and Public Policy Committees.
 
    THE AUDIT  COMMITTEE,  which  consists entirely  of  non-officer  directors,
r
ecommends  to the  Board of  Directors the  selection of  independent auditors;
approves and  reviews services  and fees  of independent  auditors; and  reviews
accounting  and financial policies, internal accounting controls and the results
of audit engagements. During 1995, the Committee held three meetings.
 
    THE  COMPENSATION  COMMITTEE  reviews   the  performance  and  approves   or
recommends  the compensation of senior management and recommends the adoption of
and administers compensation  plans in  which senior management  is eligible  to
participate.  The Committee  also considers management  succession plans. During
1995, the Committee held five meetings.
 
    THE EXECUTIVE COMMITTEE may act on  all but certain major corporate  matters
reserved to the Board of Directors. It meets when emergency issues or scheduling
make it difficult to assemble the Board of Directors. During 1995, the Committee
did not meet.
 
    THE  NOMINATING COMMITTEE considers and  makes recommendations regarding the
nominations of directors and the size and composition of the Board of Directors.
During 1995,  the Committee  held three  meetings. The  Committee will  consider
shareholder  suggestions for nominees for director. Suggestions may be submitted
to the Secretary of Pacific Enterprises, P.O. Box 60043, Los Angeles, California
90060-0043. Biographical information concerning the proposed nominee should also
be included to assist the Committee in its deliberations.
 
    THE PUBLIC  POLICY  COMMITTEE  reviews  and  monitors  Pacific  Enterprises'
fulfillment  of its responsibilities  on matters of  public policy and corporate
governance. During 1995, the Committee held three meetings.
 
DIRECTOR COMPENSATION
 
    Directors who are also officers  of Pacific Enterprises or its  subsidiaries
are  not separately compensated for their services as directors or as members of
Committees of  the  Board of  Directors.  Non-officer directors  receive  annual
retainers  of $25,000  and an  additional $3,000  for each  Committee which they
chair. Non-officer directors also receive $900 for each meeting of the Board  of
Directors  or Committee of  the Board of Directors  which they attend. Directors
may defer the  receipt of their  compensation and earn  interest on the  amounts
deferred.
 
                                       3

<PAGE>
    Non-officer  directors receive retirement benefits commencing upon the later
of retirement or attaining age 65. The  annual retirement benefit is the sum  of
the  then current annual  base retainer and  the then current  Board meeting fee
multiplied by ten and adjusted upward  for subsequent increases in the  retainer
or  meeting  fee.  The benefit  continues  for  a maximum  period  equal  to the
director's years of service as a non-officer director.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
    The Compensation Committee  is comprised of  four members, all  of whom  are
non-officer directors. The members of the Committee are Wilford D. Godbold, Jr.,
Harold  M.  Messmer, Jr.,  Ignacio E.  Lozano, Jr.,  and Richard  J. Stegemeier.
During 1995, Robert Half International, Inc., of which Mr. Messmer is  Chairman,
President  and Chief Executive Officer, was paid $105,000 by Pacific Enterprises
for personnel recruitment services.
 
                             ELECTION OF DIRECTORS
 
    At the  Annual  Meeting, ten  directors  (comprising the  entire  authorized
number  of  directors) will  be elected  to  hold office  until the  next Annual
Meeting and until  their successors  have been  elected and  qualified. The  ten
director  candidates receiving  the highest number  of affirmative  votes of the
shares entitled to be voted will be elected as directors.
 
    The names of the Board of Directors' ten nominees for election as  directors
and  biographical  and shareholding  information (see  also "Share  Ownership of
Directors and Executive Officers") regarding  each nominee are set forth  below.
Each  nominee is currently  a director of both  Pacific Enterprises and Southern
California Gas Company and,  unless otherwise noted, has  held the position  set
forth  beneath his or her  name or various positions  with the same organization
for at least the last five years.
 
    The proxies and voting instructions  solicited by this Proxy Statement  will
be  voted  for the  election  of these  nominees  unless other  instructions are
specified. If any nominee  should become unavailable to  serve, the proxies  and
voting  instructions may  be voted  for a  substitute nominee  designated by the
Board of Directors or the authorized number of directors may be reduced.
 
                                       4

<PAGE>
 
[PHOTO OF                    HYLA H. BERTEA,
HYLA H. BERTEA]              COMMUNITY LEADER.
                             Mrs. Bertea,  55, has  been a  director of  Pacific
                             Enterprises since 1988. She is a realtor with Grubb
                             &  Ellis,  a  real  estate  sales  company.  She is
                             Commissioner of the  California Horse Racing  Board
                             and  a  Trustee of  Lewis  & Clark  College.  For a
                             number of years she has been involved in leadership
                             positions with  various cultural,  educational  and
                             health  organizations in the  Orange County and Los
                             Angeles  areas.  She   was  a  co-commissioner   of
                             gymnastics  and member  of the  executive staff for
                             the 1984 Olympics.
 
Committees:                  Audit, Nominating, and Public        Shares:  5,429
                             Policy
 
[PHOTO OF                    HERBERT L. CARTER,
HERBERT L. CARTER]           EXECUTIVE  VICE  CHANCELLOR  EMERITUS  AND  TRUSTEE
                             PROFESSOR   OF   PUBLIC   ADMINISTRATION   OF   THE
                             CALIFORNIA STATE UNIVERSITY SYSTEM.
                             Dr. Carter,  62, has  been  a director  of  Pacific
                             Enterprises  since 1991. He was President and Chief
                             Executive Officer  of  United Way  of  Greater  Los
                             Angeles  from  1992 until  1995 and  Executive Vice
                             Chancellor  of  the  California  State   University
                             System  from 1974 until  1992. He is  a director of
                             Golden State Mutual Insurance Co.; a member of  the
                             Board   of  Councilors  of  the  School  of  Public
                             Administration, University of Southern  California;
                             and  a member  of the  Board of  Trustees of Loyola
                             Marymount University.
 
Committees:                  Audit, Nominating, and Public        Shares:    852
                             Policy
 
[PHOTO OF                    RICHARD D. FARMAN,
RICHARD D. FARMAN]           PRESIDENT AND  CHIEF OPERATING  OFFICER OF  PACIFIC
                             ENTERPRISES.
                             Mr.  Farman,  60, has  been  a director  of Pacific
                             Enterprises since  1992.  He  currently  serves  as
                             Chairman  of  KCET  Public  Service  Television and
                             Co-Chair of  Progress L.A.,  Inc. He is a  director
                             and  executive committee member  of the Los Angeles
                             Area Chamber  of Commerce,  and director  of  Union
                             Bank,  Sentinel Group Funds,  Inc. and the National
                             Business-Higher  Education  Forum.  He  is  a  past
                             chairman  of the  American Gas  Association and the
                             Natural Gas Council,  and a member  of the  Pacific
                             Coast  Gas Association  and the  National Petroleum
                             Council.
 
Committees:                  Executive                           Shares: 152,745
                             and Public Policy
 
[PHOTO OF                    WILFORD D. GODBOLD, JR.,
WILFORD D. GODBOLD, JR.]     PRESIDENT, CHIEF EXECUTIVE  OFFICER AND A  DIRECTOR
                             OF  ZERO CORPORATION, AN INTERNATIONAL MANUFACTURER
                             OF ENCLOSURES AND COOLING  EQUIPMENT FOR THE  ELEC-
                             TRONICS  MARKET, AND  OF AIR CARGO  AND AIR FREIGHT
                             ENCLOSURES.
                             Mr. Godbold,  57, has  been a  director of  Pacific
                             Enterprises  since 1990.  He is also  a director of
                             Santa Fe  Pacific Pipelines,  Inc.; the  California
                             State  Chamber of Commerce (past chairman); The Em-
                             ployer's Group  (past chairman);  a member  of  the
                             Board  of Trustees of the  4 A's Foundation and The
                             Wellness Community; and a member of the Council  on
                             California  Competitiveness. He is a past President
                             of the Board of Trustees of Marlborough School.
 
Committees:                  Audit,                               Shares:  2,000
                             Compensation, and Executive
 
                                       5

<PAGE>
 
[PHOTO OF                    IGNACIO E. LOZANO, JR.,
IGNACIO E. LOZANO, JR.]      CHAIRMAN OF  THE BOARD  OF  LA OPINION,  A  SPANISH
                             LANGUAGE  DAILY NEWSPAPER. DURING 1976 AND 1977 MR.
                             LOZANO SERVED  AS UNITED  STATES AMBASSADOR  TO  EL
                             SALVADOR.
                             Mr.  Lozano, 69,  has been  a   director of Pacific
                             Enterprises since 1978.  He is also  a director  of
                             BankAmerica Corporation, Bank of America NT&SA, The
                             Walt  Disney Company, Pacific Mutual Life Insurance
                             Company, the Santa Anita  Foundation and the  Youth
                             Opportunities  Foundation. He  is a  trustee of the
                             University of Notre Dame and a member of the  Cali-
                             fornia Press Association.
 
Committees:                  Audit,                               Shares:  1,373
                             Compensation, Executive and
                             Public Policy
 
[PHOTO OF                    HAROLD M. MESSMER, JR.,
HAROLD M. MESSMER, JR.]      CHAIRMAN,  PRESIDENT AND CHIEF EXECUTIVE OFFICER OF
                             ROBERT HALF INTERNATIONAL INC., A PERSONNEL SERVICE
                             FIRM SPECIALIZING  IN  THE  ACCOUNTING,  FINANCIAL,
                             BANKING AND INFORMATION SYSTEMS FIELDS.
                             Mr.  Messmer, 50, has  been a   director of Pacific
                             Enterprises since 1991.  He is also  a director  of
                             Airborne   Freight  Corporation,  First  Interstate
                             Bancorp, Health Care Property Investors, Inc.,  and
                             Spieker  Properties, Inc. He is an active member of
                             the Young  Presidents' Organization  and serves  on
                             the  board of several civic and educational groups,
                             including the San  Francisco Bay  Area Council  and
                             the San Francisco Boys and Girls Club.
 
Committees:                  Audit,                               Shares:  1,000
                             Compensation, and Nominating
 
[PHOTO OF                    PAUL A. MILLER,
PAUL A. MILLER]              RETIRED  CHAIRMAN OF THE  BOARD AND CHIEF EXECUTIVE
                             OFFICER OF  PACIFIC  ENTERPRISES; CHAIRMAN  OF  THE
                             EXECUTIVE   COMMITTEE   OF   PACIFIC   ENTERPRISES.
                             Mr. Miller,  71, has  been  a director  of  Pacific
                             Enterprises  since 1952.  He is also  a director of
                             Newhall Management Corporation, a director emeritus
                             of Wells Fargo &  Company, Wells Fargo Bank,  N.A.,
                             and  a trustee of Mutual  Life Insurance Company of
                             New York. He is a life trustee of the University of
                             Southern California.
 
Committee:                   Executive                            Shares: 11,386
 
[PHOTO OF                    RICHARD J. STEGEMEIER,
RICHARD J. STEGEMEIER]       CHAIRMAN  EMERITUS   OF   THE   BOARD   OF   UNOCAL
                             CORPORATION,   AN  INTEGRATED   PETROLEUM  COMPANY.
                             Mr. Stegemeier, 67,  became a  director of  Pacific
                             Enterprises  in  1995.  He is  also  a  director of
                             Unocal  Corporation,   First  Interstate   Bancorp,
                             Foundation  Health Corporation,  Halliburton Compa-
                             ny,  Northrop  Grumman  Corporation  and   Outboard
                             Marine Corporation.
 
Committees:                  Audit,                               Shares:  1,000
                             Compensation, and
                             Nominating
 
                                       6

<PAGE>
 
[PHOTO OF                    DIANA L. WALKER,
DIANA L. WALKER]             PARTNER  IN  THE  LOS  ANGELES  BASED  LAW  FIRM OF
                             O'MELVENY & MYERS.
                             Mrs. Walker,  54, has  been a  director of  Pacific
                             Enterprises since 1989. She is a director of United
                             Way  of Greater Los Angeles and a former trustee of
                             Marlborough  School.   She   has   served   various
                             professional  organizations. O'Melveny  & Myers, of
                             whom Mrs.  Walker  is  a  partner,  provides  legal
                             services to Pacific Enterprises.
 
Committees:                  Audit, Nominating, and Public        Shares:    512
                             Policy
 
[PHOTO OF                    WILLIS B. WOOD, JR.,
WILLIS B. WOOD, JR.]         CHAIRMAN  OF THE BOARD  AND CHIEF EXECUTIVE OFFICER
                             OF PACIFIC ENTERPRISES.
                             Mr. Wood,  61,  has  been  a  director  of  Pacific
                             Enterprises  since 1989.  He is also  a director of
                             Great  Western  Financial  Corporation  and   Great
                             Western  Bank. He is the Chairman of the California
                             Medical  Center  Foundation;  a  director  of   the
                             California  State Chamber of Commerce, the National
                             Association of Manufacturers, the Los Angeles World
                             Affairs Council and the Automobile Club of Southern
                             California; Vice Chairman of the Board of  Trustees
                             of Harvey Mudd College, a trustee of the University
                             of  Southern California  and the  Southwest Museum;
                             and a member of the California Business Roundtable.
 
Committee:                   Executive                           Shares: 262,286
 
                                       7

<PAGE>

              SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
 
    The  following table sets forth the  number of shares of Pacific Enterprises
Common Stock  beneficially owned  as of  March  18, 1996  by each  director  and
nominee,  the chief executive officer and the four other most highly compensated
executive officers of Pacific Enterprises and, as a group, all such persons  and
all other executive officers.
 

<TABLE>
<CAPTION>
 
                                                            NUMBER OF SHARES
NAME                                                         OF COMMON STOCK
- ----------------------------------------------------------  ------------------
<S>                                                         <C>
Hyla H. Bertea............................................           5,429
Herbert L. Carter (#1)....................................             852
Richard D. Farman (#2)....................................         152,745
Wilford D. Godbold, Jr....................................           2,000
Frederick E. John (#2)....................................          39,054
Ignacio E. Lozano, Jr. (#3)...............................           1,373
Harold M. Messmer, Jr.....................................           1,000
Paul A. Miller............................................          11,386
Warren I. Mitchell (#2)...................................          60,420
Debra L. Reed (#2)........................................          17,690
Richard J. Stegemeier.....................................           1,000
Diana L. Walker...........................................             512
Willis B. Wood, Jr. (#2)..................................         262,286
All Directors and Executive Officers as a group
 (17 persons) (#2)........................................         636,157
<FN>
- ----------
#1   Includes 39 shares held as guardian.
#2   Includes  shares issuable upon exercise of  employee stock options that are
     exercisable prior to May 31, 1996. Such option shares total 134,666  shares
     for Mr. Farman, 33,600 shares for Mr. John, 56,100 shares for Mr. Mitchell,
     14,100  shares for Ms. Reed, 234,000 shares for Mr. Wood and 538,266 shares
     for all executive officers as a group.
#3   Includes 500 shares held by spouse.
</TABLE>

 
    The shares of Pacific  Enterprises Common Stock owned  by all directors  and
executive  officers as a group represent less  than 1% of the outstanding voting
shares.
 
                                       8

<PAGE>
    THE  FOLLOWING   INFORMATION  CONTAINED   UNDER  THE   CAPTIONS   "FINANCIAL
PERFORMANCE  AND SHAREHOLDER RETURNS" AND "REPORT OF THE COMPENSATION COMMITTEE"
SHALL NOT  BE DEEMED  TO BE  "SOLICITING MATERIAL"  OR TO  BE "FILED"  WITH  THE
SECURITIES  AND EXCHANGE COMMISSION  AND SHALL NOT BE  DEEMED TO BE INCORPORATED
INTO ANY FILING BY PACIFIC ENTERPRISES UNDER  THE SECURITIES ACT OF 1933 OR  THE
SECURITIES  EXCHANGE ACT OF  1934 IN THE  ABSENCE OF SPECIFIC  REFERENCE TO SUCH
INFORMATION AND CAPTIONS.
 
                 FINANCIAL PERFORMANCE AND SHAREHOLDER RETURNS
 
    During 1995, Pacific  Enterprises earned  $185 million ($2.12  per share  of
Common  Stock) compared to $172 million ($1.95 per share of Common Stock) during
1994. It also increased  dividends on Common  Stock by 6% to  an annual rate  of
$1.36 per share and redeemed $30 million of Preferred Stock.
 
    These  improvements in  financial performance  were achieved  primarily as a
result of an increase from 11% to 12% in the return on common equity  authorized
for   Southern  California  Gas  Company  by  the  California  Public  Utilities
Commission and reductions  in operating costs  that enabled the  Gas Company  to
exceed  its authorized return. During 1995, the Gas Company achieved a return on
equity of 13.9%.
 
    Pacific Enterprises'  financial results  have been  reflected in  its  stock
price performance and total return to shareholders as shown in the graphs on the
following  page. These graphs compare  the market value over  the last three and
five years (assuming reinvestment of dividends) of an initial $100 investment in
Pacific Enterprises  Common  Stock at  the  beginning  of each  period  with  an
identical  investment in a  weighted basket of stocks  comprising the Standard &
Poor's 500 Stock Index and indices of diversified/ integrated gas utilities  and
gas distribution utilities developed by the American Gas Association.
 
    Pacific Enterprises believes comparisons of its performance with that of the
diversified/integrated  gas utilities index  are appropriate for  years prior to
1993 when it  was engaged in  significant non-utility operations.  Substantially
all  of these  operations were  sold during  1992 and  early 1993  as part  of a
strategic plan to refocus on natural gas utility operations. Accordingly Pacific
Enterprises believes that comparisons with the gas distribution utilities  index
are more appropriate for 1993 and subsequent years.
 
                                       9

<PAGE>
                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
 

<TABLE>
<CAPTION>
                                               1991   1992   1993   1994   1995
                                               ----   ----   ----   ----   ----
<S>                                            <C>    <C>    <C>    <C>    <C>
Pacific Enterprises.........................   $ 86   $ 62   $ 81   $ 77   $108
S & P 500...................................    130    140    154    156    212
AGA Gas Distribution Utilities..............    121    145    168    153    200
AGA Diversified/Integrated Gas Utilities....     87     92    104     91    123
</TABLE>

 
               COMPARISON OF THREE YEAR CUMULATIVE TOTAL RETURN**
 

<TABLE>
<CAPTION>
                                                1993      1994      1995
                                               -------   -------   -------
<S>                                            <C>       <C>       <C>
Pacific Enterprises.........................   $   131   $   124   $   175
S & P 500...................................       110       112       152
AGA Gas Distribution Utilities..............       116       106       138
AGA Diversified/Integrated Gas Utilities....       113        89       133
<FN>
- ---------
 *   Assumes $100 invested on January 1, 1991 and all dividends reinvested.
 
**   Assumes $100 invested on January 1, 1993 and all dividends reinvested.
</TABLE>

 
                                       10

<PAGE>
    The companies comprising the American Gas Association's
diversified/integrated gas utilities group are Chesapeake Utilities Corporation,
The  Columbia  Gas  System,  Inc.,  Consolidated  Natural  Gas  Company, Eastern
Enterprises, Energen  Corporation,  Enserch  Corporation,  Equitable  Resources,
Inc.,  K N Energy, Inc., National Fuel  Gas Company, National Gas & Oil Company,
NorAm Energy Corp., ONEOK  Inc., Pennsylvania Enterprises, Questar  Corporation,
South  Jersey Industries,  Inc., Southwest Gas  Corporation, Southwestern Energy
Company, UGI Corporation, Valley Resources, Inc., Washington Energy Company  and
WICOR, Inc.
 
    The  companies comprising  the American  Gas Association's  gas distribution
utilities group are  Atlanta Gas  Light Company, Atmos  Energy Corporation,  Bay
State  Gas  Company,  The Berkshire  Gas  Company, Brooklyn  Union  Gas Company,
Colonial Gas Company,  Connecticut Energy Corporation,  Connecticut Natural  Gas
Corporation,  Delta Natural  Gas Company,  Inc., EnergyNorth,  Inc., EnergyWest,
Essex County Gas Company, Fall River Gas Company, Indiana Energy, Inc.,  Laclede
Gas  Company,  MCN  Corporation,  Mobile  Gas  Service  Corporation,  New Jersey
Resources Corporation,  NICOR, Inc.,  North  Carolina Natural  Gas  Corporation,
Northwest  Natural Gas  Company, NUI  Corporation, Pacific  Enterprises, Peoples
Energy Corporation,  Piedmont  Natural  Gas  Company,  Inc.,  Providence  Energy
Corporation,  Public Service  Company of North  Carolina, Incorporated, Southern
Union Company,  United Cities  Gas Company,  Washington Gas  Light Company,  and
Yankee Energy System, Inc.
 
    The  factors affecting Pacific Enterprises  future performance are discussed
under the caption "Financial Review -- Management's Discussion and Analysis"  in
Pacific  Enterprises 1995  Annual Report  to Shareholders  and in  the financial
statements appearing on pages 31 through 51 of the Annual Report.
 
                      REPORT OF THE COMPENSATION COMMITTEE
 
    The Compensation Committee reviews management compensation levels, evaluates
management performance, and considers management succession and related matters.
The Committee also administers Pacific Enterprises' various executive  incentive
plans.
 
    Each  year the  Compensation Committee  reviews and  approves a compensation
plan for  Pacific Enterprises'  executive  officers. The  plan is  developed  in
conjunction  with independent compensation consultants  and includes a review of
compensation practices of  large gas and  electric utilities (including  several
companies in the American Gas Association's index of gas distribution utilities)
and  gas transmission  companies throughout the  United States, a  review of the
performance of these companies and Pacific Enterprises, and subjective judgments
as to  the  past  and  expected future  contributions  of  Pacific  Enterprises'
individual executives.
 
    Base salaries are reviewed annually and adjustments are also considered upon
changes  in  executive  responsibilities. Annual  performance  bonus opportunity
levels are developed and payment of bonuses tied to Pacific Enterprises' success
in   achieving   a   rate    of   return   on    equity   derived   from    that
 
                                       11

<PAGE>
authorized  for  Southern  California  Gas  Company  by  the  California  Public
Utilities Commission. Longer term incentive  compensation is provided by  annual
grants   of  employee  stock  options   which  closely  relate  compensation  to
shareholder returns.
 
COMPENSATION CONSULTANTS
 
    To assist in  performing its functions,  the Compensation Committee  retains
Hewitt  Associates,  a  nationally recognized  consulting  firm  specializing in
executive compensation  issues.  Hewitt  Associates  assists  the  Committee  in
formulating  executive  compensation  policies  and  advises  the  Committee  on
programs and practices to implement policies adopted by the Committee. In  doing
so,  Hewitt Associates prepares and reviews with the Committee surveys and other
materials reflecting  executive compensation  policies  of other  companies  and
other  factors (including relative performance  and general economic conditions)
which they deem relevant.
 
COMPENSATION POLICY
 
    The Compensation Committee  has adopted a  policy that overall  compensation
(salary,  targeted annual bonuses  and the grant-date  estimated value of annual
employee  stock  option   awards)  for  executive   officers  generally   should
approximate  the  mid-point  of  overall  compensation  for  similar  levels  of
responsibility at  large energy  utilities and  gas transmission  companies.  To
align  compensation with  performance, the  Committee has  also adopted programs
which  afford  the   flexibility  to  recognize   exceptional  results   through
incentive-based compensation.
 
    The  Compensation Committee  believes its  policies appropriately  align the
financial  interests   of  Pacific   Enterprises'  executives   with  those   of
shareholders. All elements of executive compensation are at levels comparable to
other  large  energy utilities  and  gas transmission  companies  for comparable
levels of performance in 1995. In  addition, amounts paid as annual bonuses  and
the  realized value  of stock  options is  highly variable  and closely  tied to
corporate  performance.  As  a  consequence,  much  of  an  executive  officer's
compensation  is "at  risk" with  the targeted value  of annual  bonuses and the
grant-date estimated value of  annual employee stock  option awards intended  to
contribute from about 40% to 60% of total annual compensation.
 
    As  one of  the factors  in its  consideration of  compensation matters, the
Compensation Committee  considers the  anticipated tax  consequences to  Pacific
Enterprises  and its executives of the form and amount of executive compensation
and considers  various  alternatives for  preserving  the tax  deductibility  of
executive   compensation  to  Pacific  Enterprises   to  the  extent  reasonably
practicable and consistent with  the Committee's other compensation  objectives.
Consequently,  last year  Pacific Enterprises  obtained shareholder  approval of
performance goals  for the  payment of  bonuses and  dividend equivalents.  This
approval  is intended to assure that bonus and dividend equivalent opportunities
awarded over the  next several  years will, upon  payment, be  a tax  deductible
compensation expense to Pacific Enterprises.
 
                                       12

<PAGE>
COMPENSATION AWARDS
 
    SALARIES
 
    Willis  B. Wood, Jr., Chairman of the Board and Chief Executive Officer, and
Richard D. Farman, President and Chief Operating Officer did not receive  salary
increases  for 1995. Reflecting a policy  of the Compensation Committee to place
more of  their compensation  at risk,  they were  offered and  accepted  greater
performance bonus opportunities for 1995 in lieu of salary increases.
 
    PERFORMANCE BONUSES
 
    The    Compensation   Committee   establishes   annual   performance   bonus
opportunities for  executive officers  based upon  the attainment  of  objective
financial  goals.  Performance  at  targeted levels  is  intended  to compensate
executive officers  with bonuses  at  the midpoint  for bonuses  for  comparable
levels of responsibility and performance at other large energy utilities and gas
transmission  companies. Target  award levels for  1995 ranged from  45% of base
salary for the Chief Executive Officer and  the President to 25% of base  salary
for  Vice Presidents with maximum award levels for excellent performance ranging
from 95% to 38% of base salary.
 
    During 1995, the continued superior  performance of Southern California  Gas
Company  resulted in  Pacific Enterprises achieving  a return on  equity of 14%.
This return was substantially above the  rate of return authorized for  Southern
California  Gas Company  by the California  Public Utilities  Commission and the
target return  established by  the  Compensation Committee  for the  payment  of
annual  performance  bonuses.  This excellent  return,  together  with favorable
assessments of their contributions to  achieving it, resulted in paying  maximum
performance bonuses to Messrs. Wood and Farman for 1995.
 
    STOCK OPTIONS
 
    To   provide  long-term   incentive  compensation   and  in   lieu  of  cash
compensation, the Compensation Committee relies exclusively upon awards of stock
options, the ultimate realizable value of which closely equates compensation  to
shareholder  returns. Stock options  are granted with an  exercise price that is
not less than  the fair market  value of the  option shares at  the date of  the
grant.  They  are  typically granted  for  a  ten-year term  and  vest  in equal
cumulative annual  installments  over  a  three-year  period  with  vesting  and
exercisability subject only to continuing employment.
 
    Commencing  in 1995,  the Compensation  Committee also  began granting stock
options with  performance-based dividend  equivalents. These  provide  executive
officers with the opportunity to receive, upon the exercise of an option, all or
a  portion of the cash dividends  that would have been paid  on the shares as to
which the option is  exercised as if  the shares had  been outstanding from  the
date  the option was granted. No dividend equivalents are payable unless Pacific
Enterprises meets  a threshold  three-year cash  flow performance  goal and  the
percentage of dividends paid as dividend equivalents (to a maximum of all of the
dividends  that would have been paid on  the shares) will depend upon the extent
to which this threshold performance goal  is exceeded. In addition, no  dividend
equivalents  are payable  in respect of  the exercise  of any "out-of-the-money"
option -- an option for which the exercise price exceeds the market value of the
shares purchased.
 
                                       13

<PAGE>
    In awarding stock options, the Compensation Committee sizes option grants to
provide a grant-date estimated value at the approximate midpoint for option  and
other  long-term incentive  awards provided  by large  energy utilities  and gas
transmission companies  for  comparable  levels  of  responsibility.  Since  the
Compensation  Committee uses only  stock options to  provide long-term incentive
compensation, option  awards  are  typically  larger  than  those  at  otherwise
comparable  companies that  provide additional forms  of long-term compensation.
During 1995, Messrs. Wood  and Farman were awarded  options having a  grant-date
estimated  value  of  $423,060  (66,000 shares)  and  $320,500  (50,000 shares),
respectively.
 
                                          COMPENSATION COMMITTEE
                                          Harold M. Messmer, Jr., Chairman
                                          Wilford D. Godbold, Jr.
                                          Ignacio E. Lozano, Jr.
                                          Richard J. Stegemeier
 
                                       14

<PAGE>

                             EXECUTIVE COMPENSATION
 
    The following table summarizes the compensation paid by Pacific  Enterprises
and  its subsidiaries to those  persons who were, at  December 31, 1995, Pacific
Enterprises' chief executive officer and its other four most highly  compensated
executive officers.
 
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                         LONG-TERM COMPENSATION
                                                                    ---------------------------------
                                                                            AWARDS
                                                                    -----------------------
                                                                                   SHARES     PAYOUTS
                                            ANNUAL COMPENSATION     RESTRICTED   UNDERLYING   -------    ALL OTHER
                                          ------------------------    STOCK       OPTIONS/     LTIP     COMPENSATION
      NAME AND PRINCIPAL POSITIONS        YEAR   SALARY    BONUS      AWARDS        SARS      PAYOUTS       (#1)
- ----------------------------------------  ----  --------  --------  ----------   ----------   -------   ------------
<S>                                       <C>   <C>       <C>       <C>          <C>          <C>       <C>
Willis B. Wood, Jr.
 Chairman and Chief                       1995  $641,000  $603,250     $-0-        66,000      $-0-       $63,728
 Executive Officer of Pacific             1994  $641,000  $428,626     $-0-        60,000      $-0-       $72,658
 Enterprises                              1993  $641,000  $511,438     $-0-        80,000      $-0-       $57,808
Richard D. Farman
 President and Chief                      1995  $436,000  $408,500     $-0-        50,000      $-0-       $54,587
 Operating Officer                        1994  $436,000  $290,250     $-0-        35,000      $-0-       $62,134
 of Pacific Enterprises                   1993  $412,000  $267,525     $-0-        90,000      $-0-       $50,153
Warren I. Mitchell
 President of                             1995  $306,000  $180,000     $-0-        27,000                 $ 5,836
 Southern California                      1994  $291,000  $171,000     $-0-        25,000      $-0-       $ 6,803
 Gas Company                              1993  $271,000  $154,200     $-0-        32,000      $-0-       $ 8,243
Frederick E. John
 Senior Vice President                    1995  $251,000  $128,625     $-0-        15,000      $-0-       $ 5,751
 of Pacific Enterprises                   1994  $212,600  $ 92,970     $-0-        10,000      $-0-       $ 5,650
                                          1993  $209,600  $ 85,800     $-0-         8,000      $-0-       $ 5,865
Debra L. Reed
 Senior Vice President                    1995  $221,000  $112,875     $-0-        15,000      $-0-       $ 5,269
 of Southern California Gas               1994  $183,600  $ 67,000     $-0-         7,000      $-0-       $ 5,139
 Company                                  1993  $177,000  $ 60,000     $-0-         4,500      $-0-       $ 5,800
<FN>
- ---------
#1   Consists  of interest accruals  on deferred compensation  above 120% of the
     applicable federal rate, the dollar  value of insurance premiums paid  with
     respect to the term portion of life insurance and employer contributions to
     defined  contribution plans. Such interest accruals, insurance premiums and
     contributions for 1995 were, respectively,  $56,863, $2,192 and $4,673  for
     Mr.  Wood;  $48,492, $1,461  and $4,604  for Mr.  Farman; $271,  $1,065 and
     $4,500 for Mr. Mitchell; $299, $858 and $4,594 for Mr. John and $-0-,  $769
     and $4,500 for Ms. Reed.
</TABLE>

 
                                       15

<PAGE>
STOCK OPTIONS
 
    The  following table sets forth  information regarding stock options granted
during  1995  to  each  of   the  executive  officers  named  under   "Executive
Compensation -- Summary Compensation Table."
 
                             OPTION/SAR GRANTS (#1)
 

<TABLE>
<CAPTION>
                                                                 PERCENT OF
                                                 NUMBER OF     TOTAL OPTIONS/                            GRANT DATE
                                                   SHARES       SARS GRANTED                              ESTIMATED
                                                 UNDERLYING     TO EMPLOYEES    EXERCISE    EXPIRATION     PRESENT
NAME                                            OPTIONS/SARS      IN 1995         PRICE        DATE       VALUE(#2)
- ---------------------------------------------  --------------  --------------  -----------  -----------  -----------
<S>                                            <C>             <C>             <C>          <C>          <C>
Willis B. Wood, Jr...........................        66,000          11.3%      $  24 1/4       3/6/05    $ 423,060
Richard D. Farman............................        50,000           8.6%      $  24 1/4       3/6/05    $ 320,500
Warren I. Mitchell...........................        27,000           4.6%      $  24 1/4       3/6/05    $ 173,070
Frederick E. John............................        15,000           2.6%      $  24 1/4       3/6/05    $  96,150
Debra L. Reed................................        15,000           2.6%      $  24 1/4       3/6/05    $  96,150
<FN>
- ---------
#1   All  options were granted with  performance-based dividend equivalents (see
     "Report of  the  Compensation Committee  --  Compensation Awards  --  Stock
     Options")  and at an exercise price of 100% of the fair market value of the
     option shares on the  date of grant;  are for a  ten-year term, subject  to
     earlier  expiration upon termination of  employment; and become exercisable
     in cumulative  annual installments  of one-third  of the  shares  initially
     subject  to the option on each of the first three anniversaries of the date
     of grant. Upon a change in control in Pacific Enterprises, the time periods
     relating to the exercise of stock options will be accelerated and, upon the
     request of the optionee, Pacific  Enterprises will purchase the option  for
     an  amount in  cash equal to  the amount  which could be  realized upon the
     exercise thereof.
#2   Estimated present value is based on the Black Scholes Model and consists of
     an option value  of $4.13  and a dividend  equivalent value  of $2.28.  The
     following  assumptions were  used in the  Black Scholes  Model: stock price
     volatility of 25.44%,  a risk-free rate  of return of  7.2%, and an  annual
     dividend  yield of 5.28%. Further adjustments  were made based on actuarial
     assumptions regarding the termination of employment prior to option vesting
     and prior to  expiration of  the ten-year option  term, reducing  estimated
     values  by 15.54% and 9.08% respectively.  The dividend equivalent value is
     based on $1.28 annual dividend (the rate in effect at the grant date),  and
     the  volatility of  the cash  flow measures  which determine  the amount of
     dividend equivalents  paid. At  target levels  of performance,  67% of  the
     dividends  are paid.  Options will  have no  actual value  unless the stock
     price appreciates from the date of grant to the exercise date. If the named
     officers realize the estimated grant  date values, total shareholder  value
     (dividends   and  stock   price  appreciation)   will  have   increased  by
     approximately $543 million and the value of the named officers options will
     be .195% of the total increase.
</TABLE>

 
                                       16

<PAGE>
    The following table  sets forth  as to  each executive  officer named  under
"Executive  Compensation  -- Summary  Compensation Table"  information regarding
stock options exercised in  1995 and the value  of stock options outstanding  at
December 31, 1995.
 
                   OPTION/SAR EXERCISES AND OPTION/SAR VALUES
 

<TABLE>
<CAPTION>
                                                                  NUMBER OF
                                     OPTIONS/SARS             SHARES UNDERLYING            VALUE OF UNEXERCISED
                                  EXERCISED IN 1995        UNEXERCISED OPTIONS/SARS     IN-THE-MONEY OPTIONS/SARS
                               ------------------------    AT DECEMBER 31, 1995(#1)        AT DECEMBER 31, 1995
                                 SHARES        VALUE     ----------------------------  ----------------------------
NAME                            ACQUIRED     REALIZED    EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
- -----------------------------  -----------  -----------  ------------  --------------  ------------  --------------
<S>                            <C>          <C>          <C>           <C>             <C>           <C>
Willis B. Wood, Jr...........      -0-          -0-          157,000        209,000     $  833,000    $  2,099,000
Richard D. Farman............      -0-          -0-           92,000        150,000     $  372,250    $  1,091,250
Warren I. Mitchell...........      15,000   $    78,125       35,100         78,200     $   84,800    $    545,000
Frederick E. John............      11,200   $    56,500       21,400         33,400     $  -0-        $    181,800
Debra L. Reed................       6,800   $    23,675        6,800         24,200     $  -0-        $    118,388
<FN>
- ---------
#1   The exercise price of outstanding options ranges from $19 1/4 to $50 7/8.
</TABLE>

 
PENSION BENEFITS
 
    The  following table sets forth estimated annual pension benefits, including
supplemental pension  benefits, payable  upon retirement  at age  65 to  Pacific
Enterprises'  executive officers (based  upon payment of  benefits as a straight
life annuity  after maximum  offset  for social  security benefits  but  without
offset  for  any other  benefits) in  various compensation  and years-of-service
classifications.
 
                               PENSION PLAN TABLE
 

<TABLE>
<CAPTION>
                                                                 YEARS OF SERVICE (#2)
                                                    ------------------------------------------------
                REMUNERATION (#1)                   15 YEARS  20 YEARS  25 YEARS  30 YEARS  35 YEARS
              ----------------------                --------  --------  --------  --------  --------
<S>                                                 <C>       <C>       <C>       <C>       <C>
$ 200,000.........................................  $ 93,000  $115,000  $117,500  $120,000  $122,500
  400,000.........................................   195,000   235,000   240,000   245,000   250,000
  600,000.........................................   295,000   355,000   362,500   370,000   377,500
  800,000.........................................   395,000   475,000   485,000   495,000   505,000
 1,000,000........................................   495,000   595,000   607,500   620,000   632,500
 1,200,000........................................   595,000   715,000   730,000   745,000   760,000
 1,400,000........................................   693,000   833,000   850,000   868,000   885,000
<FN>
- ---------
#1   Average salary for highest three  consecutive years of service and  average
     of three highest annual bonuses during the last ten years of service.
#2   Years  of service  number 35 for  Mr. Wood, 17  for Mr. Farman,  37 for Mr.
     Mitchell, 14 for Mr. John and 17 for Ms. Reed.
</TABLE>

 
                                       17

<PAGE>
                SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS
 
    The accompanying proxy or voting instruction  is solicited on behalf of  the
Board  of Directors of  Pacific Enterprises. All  shares represented by properly
executed proxies and voting instructions received in time for the Annual Meeting
will be  voted in  accordance with  the instructions  specified thereon.  If  no
instructions  are specified,  the shares  will be  voted in  accordance with the
recommendations of the Board of Directors. The holders of the proxies or  voting
instructions  are authorized to  vote the shares  in their discretion  as to any
other business that may come  before or any matters  incident to the conduct  of
the Annual Meeting.
 
    A shareholder giving a proxy may revoke it at any time before it is voted by
delivering  to Pacific Enterprises a written notice of revocation, presenting to
the Annual Meeting a valid proxy bearing  a later date, or attending the  Annual
Meeting  and voting  in person.  Attendance at  the Annual  Meeting will  not by
itself revoke a proxy.
 
    Employee benefit  plans of  Pacific Enterprises  and its  subsidiaries  held
12,225,052  shares  of  Pacific  Enterprises Common  Stock  at  March  18, 1996,
representing 14.3% of the outstanding voting shares. Participants in these plans
may direct the voting of shares allocated to their individual employee  accounts
by  providing timely voting instructions to the plan trustees. Instructions must
be received  by  the  trustees, and  may  be  revoked or  changed  only  by  new
instructions  received  by the  trustees, at  least two  days before  the Annual
Meeting.
 
    Of the shares held by employee benefit plans, 9,907,621 shares (representing
11.6% of the outstanding voting shares) are held by the Retirement Savings Plans
of Pacific Enterprises and its  subsidiaries. Substantially all of these  shares
have  been allocated to  individual employee accounts.  To the extent consistent
with its fiduciary duties, Bankers Trust Company of California, N.A., as trustee
for the  plans, will  vote unallocated  shares and  allocated shares  for  which
voting instructions are not timely received in the same manner and proportion as
allocated shares for which voting instructions are timely received.
 
    The  remaining  shares held  by  employee benefit  plans  (2,317,431 shares,
representing 2.7%  of  the  outstanding  voting  shares)  are  held  by  Pacific
Enterprises'  employee  stock  ownership plan.  None  of these  shares  has been
allocated to individual employee accounts and will be voted by the plan trustee,
U.S. Trust Company of California, in accordance with instructions to be received
from Pacific Enterprises' Benefits  Committee, all of the  members of which  are
officers  or other employees of Pacific  Enterprises and Southern California Gas
Company. The Benefits  Committee has adopted  a general guideline  contemplating
that these shares will be voted in the same manner and proportion as shares held
in the Retirement Savings Plans are voted but meets shortly prior to each Annual
Meeting  to  determine  whether  the  specific  issues  to  be  voted  upon  are
appropriate for the application of that guideline.
 
                                       18

<PAGE>
    The expenses of soliciting proxies and  voting instructions will be paid  by
Pacific  Enterprises and will  include reimbursement of  banks, brokerage firms,
nominees,  fiduciaries,  and  other   custodians  for  expenses  of   forwarding
solicitation  materials to beneficial owners  of voting shares. The solicitation
is being made by mail  and may also be made  in person or by letter,  telephone,
telegraph  or other means of communication by directors, officers and management
employees  of  Pacific  Enterprises  and  its  subsidiaries  who  will  not   be
additionally  compensated therefor. In addition, D. F. King & Co., Inc. has been
retained by Pacific  Enterprises to assist  in the solicitation  of proxies  and
will be paid a fee of $11,000 plus reimbursement of expenses for these services.
 

                              INDEPENDENT AUDITORS
 
    The  Board of Directors, upon the recommendation of its Audit Committee, has
selected Deloitte  & Touche  LLP to  serve as  Pacific Enterprises'  independent
auditors  for 1996.  Representatives of  Deloitte &  Touche LLP  are expected to
attend the Annual Meeting. They will have the opportunity to make a statement if
they desire to do so and to respond to appropriate questions from shareholders.
 
                                 ANNUAL REPORTS
 
    Pacific Enterprises'  1995  Annual  Report to  Shareholders  was  mailed  to
shareholders  commencing March  8, 1996.  Copies of  Pacific Enterprises' Annual
Report to the Securities and Exchange  Commission on Form 10-K will be  provided
to  shareholders,  without  charge, upon  written  request to  the  Secretary of
Pacific Enterprises  addressed  to  P.O.  Box  60043,  Los  Angeles,  California
90060-0043.
 
                             SHAREHOLDER PROPOSALS
 
    Shareholders  intending to  bring any business  before an  Annual Meeting of
Shareholders of  Pacific  Enterprises,  including  nominations  of  persons  for
election  as directors,  must give  written notice  to the  Secretary of Pacific
Enterprises of the  business to  be presented. The  notice must  be received  at
Pacific  Enterprises' offices within the periods  and must be accompanied by the
information and documents specified  in Pacific Enterprises'  bylaws, a copy  of
which  may be obtained by  writing to the Secretary  of Pacific Enterprises. The
period for notice  of business  to be brought  by shareholders  before the  1996
Annual Meeting of Shareholders has expired.
 
    The  1997 Annual Meeting  of Shareholders is  expected to be  held on May 8,
1997. The period for the receipt by Pacific Enterprises of notice of business to
be brought  by shareholders  before the  1997 Annual  Meeting will  commence  on
January 9, 1997 and end on March 10, 1997.
 
    Proposals  of  shareholders  that are  intended  to be  included  in Pacific
Enterprises' proxy materials for the  1997 Annual Meeting of Shareholders  under
the  Shareholder Proposal Rule of the Securities and Exchange Commission must be
received by the Secretary of Pacific Enterprises on or before November 22, 1996.
 
                            ------------------------
 
                                       19

<PAGE>
    IF YOU ARE PLANNING TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE BRING THE
ADMISSION  TICKET PRINTED ON THIS PAGE WITH YOU. IF YOU DO NOT HAVE AN ADMISSION
TICKET, VERIFICATION OF SHARE OWNERSHIP WILL BE NECESSARY TO OBTAIN ADMISSION TO
THE ANNUAL MEETING. SEE "NOTICE OF ANNUAL MEETING" FOR DETAILS.
 
                                     [LOGO]
 
                      1996 ANNUAL MEETING ADMISSION TICKET
 
  THE ANNUAL MEETING OF SHAREHOLDERS WILL BE HELD AT 9:30 A.M. ON MAY 9, 1996,
    IN THE BURBANK AIRPORT HILTON AND CONVENTION CENTER, 2500 HOLLYWOOD WAY,
                              BURBANK, CALIFORNIA
 
                        ADMIT ONE SHAREHOLDER AND GUEST
 
(Doors open at 8:30 a.m. You may by-pass the registration area and present this
                   ticket to the hosts at the inside doors.)
 NOTE: Cameras, tape recorders, etc., will not be allowed in the meeting room.

<PAGE>
                                     [LOGO]
                            ANNUAL MEETING LOCATION
                                     [MAP]
 
                                     [LOGO]
 
                               ANNUAL MEETING OF
                                  SHAREHOLDERS
 
                             BURBANK AIRPORT HILTON
                             AND CONVENTION CENTER
                               2500 HOLLYWOOD WAY
                              BURBANK, CALIFORNIA
 
                                  MAY 9, 1996

 
 
                              NOTICE OF MEETING
                                      AND
                                PROXY STATEMENT

<PAGE>

                              PACIFIC ENTERPRISES

               PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS          1996


   RICHARD D. FARMAN, THOMAS C. SANGER and WILLIS B. WOOD, JR., or any of them,
with full power of substitution, are authorized to vote the shares of the
undersigned at the Annual Meeting of Shareholders of Pacific Enterprises to be
held on Thursday, May 9, 1996, at 9:30 A.M. or at any adjournment.

     NOMINEES FOR ELECTION AS DIRECTORS: Hyla H. Bertea, Herbert L. Carter,
     Richard D. Farman, Wilford D. Godbold, Jr., Ignacio E. Lozano, Jr.,
     Harold M. Messmer, Jr., Paul A. Miller, Richard J. Stegemeier,
     Diana L. Walker, Willis B. Wood, Jr.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED ON THE
REVERSE AND, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR THE ELECTION OF
DIRECTORS. The proxy holders are authorized to vote the shares in their
discretion as to any other business that may come before the Annual Meeting.


           (CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE)


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                                                                     PLEASE MARK
                                                             / X / YOUR VOTES AS
                                                                    THIS EXAMPLE

PACIFIC ENTERPRISES' BOARD OF DIRECTORS RECOMMENDS A VOTE FOR:

                              FOR          WITHHELD
     ELECTION OF
     DIRECTORS                / /            / /


     For, except vote withheld from the following nominee(s):


     ________________________________________________________


     Mark here if you desire confidential voting in              / /
     accordance with the policy described in the
     accompanying proxy statement.

     Mark here if you expect to attend the                       / /
     Annual Meeting in person.


Date:__________________________________________________________,1996

     _______________________________________________________________

     _______________________________________________________________
      PLEASE SIGN EXACTLY AS NAME APPEARS HEREON.


<PAGE>

                        CONFIDENTIAL VOTING INSTRUCTIONS

      SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PACIFIC ENTERPRISES


   Bankers Trust Company of California, N.A., Trustee for the Retirement Savings
Plans of Pacific Enterprises and its subsidiaries, is authorized and instructed
to vote or appoint a proxy or proxies to vote all shares of stock of Pacific
Enterprises credited to my account in such Plans at the Annual Meeting of
Shareholders of Pacific Enterprises to be held on Thursday, May 9, 1996, at
9:30 A.M. or at any adjournment.

   Nominees for election as directors: Hyla H. Bertea, Herbert L. Carter,
Richard D. Farman, Wilford D. Godbold, Jr., Ignacio E. Lozano, Jr., Harold M.
Messmer, Jr., Paul A. Miller, Richard J. Stegemeier, Diana L. Walker, Willis B.
Wood, Jr.

   The Retirement Savings Plans of Pacific Enterprises and its subsidiaries make
provisions for you to give confidential instructions as to how you wish shares
held by you in the Plans to be voted at the Annual Meeting of Shareholders of
Pacific Enterprises. To the extent consistent with its fiduciary duties, the
Trustee will vote shares held in the Plans for which instructions are not timely
received and shares not allocated to individual accounts in the same manner and
ratio as shares for which voting instructions are timely received from
participants in the Plans. Revocation or change of vote can be made only by new
instructions received at least two days before the meeting.

   THE SHARES REPRESENTED BY THIS INSTRUCTION WILL BE VOTED IN THE MANNER
DIRECTED ON THE REVERSE AND, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR
THEELECTION OFDIRECTORS. The Trustee is authorized to vote the shares in its
discretion with respect to any other business that may come before the Annual
Meeting.

                          (CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE)


<PAGE>

                                                                     PLEASE MARK
                                                               /X/ YOUR VOTES AS
                                                                    THIS EXAMPLE


PACIFIC ENTERPRISES' BOARD OF DIRECTORS RECOMMENDS A VOTE FOR:

                       FOR     WITHHELD
     ELECTION OF                       
     DIRECTORS         / /       / /   

     For, except vote withheld from the following nominee(s):


     ________________________________________________________


Voting instructions must be received by trustee, and may be revoked or changed
only by new instructions received by the trustee, at least two days before the
annual meeting.


SHARES


Date: ________________________________,1996

___________________________________________

___________________________________________
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON.