UNITED STATES
                           Washington, D.C. 20549

                                  FORM 8-K

                               CURRENT REPORT

                   PURSUANT TO SECTION 13 OR 15 (d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 29, 1997 (May 23, 1997)

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

                  (State or other jurisdiction of incorporation

                1-40                             94-0743670
       ----------------------         ------------------------------------
       Commission File Number         (I.R.S. Employer Identification No.)

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

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



The  information  set forth and incorporated by reference below  supplements
the  information  contained in Pacific Enterprises' 1996  Annual  Report  to
Shareholders  under  the  caption "Management's Discussion  and  Analysis  -
SoCalGas  Operations - Factors Influencing Future Performance -  Performance
Based  Regulation,"  which has been incorporated  by  reference  in  Pacific
Enterprises'  Annual  Report on Form 10-K for the year  December  31,  1996;
Pacific  Enterprises' Quarterly Report on Form 10-Q for  the  quarter  ended
March  31,  1997  under the caption "Regulatory Factors  Influencing  Future
Performance;"  and  Pacific Enterprises' Current Report on  Form  8-K  dated
April 28, 1997.

On May 23, 1997, an Administrative Law Judge (ALJ) issued a revised proposed
decision  (PD)  on  Southern  California Gas Company's  application  to  the
California   Public  Utilities  Commission  (CPUC)  for  performance   based
regulation  (PBR).  The revised PD supersedes the first PD issued  on  April
21,   1997.    Southern  California  Gas  Company  (SoCalGas)   is   Pacific
Enterprises' principal subsidiary.

A  summary  of the principal elements of SoCalGas' PBR application  and  the
ALJ's  revised  PD is set forth in a Reply to Media Inquiry to  be  used  by
SoCalGas  in responding to media and other inquiries concerning the  revised
PD.   The  text  of the Reply to Media Inquiry is attached to  this  Current
Report as Exhibit 99.1 and incorporated herein by reference.

Item 7. - Financial Statements and Exhibits.
          (c)  Exhibits
               99.1 Reply to Media Inquiry of Southern California Gas

- ---------

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

- ---------------------

Ralph Todaro
- -----------------------------
Ralph Todaro
Vice President and Controller
(Chief Accounting Officer and
duly authorized signatory)
Date:  May 29, 1997


                         For Reply to Media Inquiry

(A revised ALJ Proposed Decision on SoCalGas' "Performance Based Regulation"
application  has  been released.  This revised decision is scheduled  to  be
taken  up  at  the CPUC's regular meeting of June 11, 1997.   The  CPUC  may
accept, reject or modify the revised proposed decision in rendering a  final
decision on SoCalGas' application.  The following statement may be  used  to
respond to inquiries concerning this revised Proposed Decision.)

                                   * * * * * * * * *

      SoCalGas is disappointed with the ALJ's revised Proposed Decision (PD)
on  our PBR application.  While some progress has been made in narrowing the
gap  between  SoCalGas' application and the first PD, the revised  PD  still
departs from our application in many respects.

      Following are the principal differences between SoCalGas' plan and the
revised PD.

                       Indexing & Productivity Factor

      SoCalGas'  Proposal.  Our proposal calls for rate indexing which  will
ensure  that  base rates grow at less than the rate of inflation  (inflation
minus  a  productivity  factor).  We are suggesting a "productivity  factor"
that will reduce real rates (after adjusting for inflation) annually by  1%.
This is twice the industry average for productivity improvements by U.S. gas
distribution  companies over the last 10 years.  Base rates  in  1995  would
have  been  13% lower than actual rates had this type and level of  indexing
been in place from 1985 to 1995.

      Revised  PD.   Like  the first PD, the revised PD still  rejects  rate
indexing  in  favor of revenue or margin indexing, but it  leaves  open  the
possibility of implementing rate indexing on August 1, 1999, when provisions
of the Comprehensive Settlement expire.  The ALJ has determined that certain
provisions  in  the  Comprehensive Settlement  are  inconsistent  with  rate
indexing and therefore preclude its use under PBR.

      The  major  difference in the two approaches is that  margin  indexing
removes  the risk/reward potential for shareholders arising from  higher  or
lower gas throughput to core customers.

      The  original  PD had proposed a complicated formula that  would  have
resulted  in  a productivity factor well above 2%, but included  a  positive
increment   for  customer  growth.   The  revised  PD  recommends   a   more
straightforward productivity factor which starts at 1.6% in the first  year,
and  moves up incrementally each year to 2% in the fifth year.  The  precise
treatment of customer growth is unclear in the revised PD.


                               Pricing Issues

      SoCalGas'  Proposal.  We are requesting an increase  in  the  customer
charge  from  roughly $5 to $12.50 -- the actual cost of serving residential
customers  -- over the five-year period covered by PBR.  We want  to  reduce
(volumetric) rates for gas, and narrow the rate increase paid when customers
exceed  the  monthly baseline amount from 35% to 10%.  The net  result:   no
increase  in the average residential customer bill.  Finally, we're  seeking
the  flexibility for optional tariffs to provide customers with more pricing
choices for utility service.

      Revised  PD.  The revised PD continues to claim that residential  rate
design is inappropriate for consideration in a PBR application.  The revised
PD  defers  action  on  residential  rate  design  to  a  future  Commission
proceeding,  but it does make some concessions on pricing flexibility.   The
revised PD allows SoCalGas to discount prices to core customers (residential
and  small  commercial),  with  the shortfall  in  revenue  being  borne  by
shareholders, not other utility customers.

                          New Products and Services

      SoCalGas'  Proposal.  Our proposal seeks authorization to offer  on  a
competitive basis products and services that we have not previously offered.
They  would be offered entirely at shareholder risk, and would not be funded
by rates charged for utility services.

      Revised  PD.  The revised PD continues to reject any decision  on  new
product  and  service flexibility and defers the issue to future  regulatory
proceedings.   However,  the  revised PD clarifies  that  SoCalGas  will  be
permitted  to continue providing certain outside services, like billing  and
meter reading, for other organizations.

                              Sharing Mechanism

      SoCalGas' Proposal.  SoCalGas proposes no earnings sharing, for either
profits  or  losses,  since  SoCalGas believes that  absence  of  a  sharing
mechanism  is more compatible with the competitive environment the  industry
is rapidly moving toward.

      Revised PD.  With some minor adjustments, the revised PD continues  to
impose  a "sharing mechanism" for earnings that exceed a specified  rate  of
return  to  ensure that some of the profits above certain levels  be  shared
with  ratepayers rather than going solely to the Company.  While the revised
PD  adopts sharing on earnings above the authorized rate of return, it  does
not propose any similar "downside" sharing.
                                 Base Margin

      SoCalGas'  Proposal.  SoCalGas' initial application reflected  a  base
margin  reduction of $61.2 million as compared to its authorized 1995 level.
After  reaching various stipulations with the Commission's staff, our  final
position was a reduction of $110 million.


      Revised  PD.  Some progress has been made in this area.  The first  PD
adopted  a starting base margin level that reflects a net reduction of  $182
million.   The  revised  PD  narrows that gap to a  net  reduction  of  $163

     Implementation Date.  The ALJ's revised Proposed Decision calls for the
base  margin reduction to be implemented on July 1, 1997, and gives SoCalGas
the  option  of  implementing  all other PBR elements  now,  retroactive  to
January 1, 1997, or on January 1, 1998.  The first PD provided SoCalGas with
the  option of implementing all PBR elements retroactive to January 1,  1997
or on January 1, 1998.

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