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)  April 28, 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."  Such information has been  incorporated  by
reference  in Pacific Enterprises' Annual Report on Form 10-K for  the  year
December 31, 1996.

           On  April  21, 1997, an Administrative Law Judge (ALJ)  issued  a
proposed  decision on Southern California Gas Company's application  to  the
California   Public  Utilities  Commission  (CPUC)  for  performance   based
regulation (PBR).  The proposed decision will be reviewed by the CPUC  which
may  accept,  reject  or  modify it in rendering a  final  decision  on  the
application.   Southern  California  Gas  Company  (SoCalGas)   is   Pacific
Enterprises' principal subsidiary.

           A  summary of the principal elements of SoCalGas' PBR application
and the ALJ's proposed decision is set forth in a Reply to Media Inquiry  to
be  used  by  SoCalGas in responding to media and other inquiries concerning
the  proposed decision.  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:  April 28, 1997


                         For Reply to Media Inquiry

(The  ALJ's  Proposed Decision on SoCalGas' "Performance  Based  Regulation"
application  was  released  on  Monday, April  21.   The  Proposed  Decision
maintains  that SoCalGas' plan is flawed and that several key elements  must
be  modified  to  be acceptable.  The following statement  may  be  used  to
respond to inquiries concerning the ALJ's Proposed Decision.)

      SoCalGas is disappointed with the ALJ's Proposed Decision (PD) on  our
PBR application.  While it departs from our proposed PBR application in many
respects,  the  Proposed Decision should not be mistaken  as  a  final  CPUC
decision in this case.

     Following are some of the key differences between SoCalGas' plan and
the PD.

     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.

      PD.   The  PD  rejects  rate  indexing and adopts  revenue  or  margin
indexing.   The  major  difference  is  that  margin  indexing  removes  the
risk/reward  potential for shareholders arising from  higher  or  lower  gas
throughput  to  core  customers.  Additionally, the PD recommends  a  higher
productivity factor of 1.5%, and instead of the common "inflation  minus  x"
indexing formula where "x" is the productivity factor, the decision adopts a
more  complicated  formula.   In  general, using  this  formula  produces  a
substantially  higher  value  for   "x"  compared  with  simply  using   the
productivity factor alone.
                               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.


      PD.   The  PD claims that issues such as residential rate  design  and
pricing   flexibility  are  inappropriate  for  consideration   in   a   PBR
application.  The PD defers action to a future proceeding.
                          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.

     PD.  The PD rejects any decision on new product and service flexibility
and defers the issue to future regulatory proceedings.
                              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.

      PD.   The PD imposes 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 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.

      PD.   The PD adopts a starting base margin level that reflects  a  net
reduction  of  $182 million.  The ALJ's Proposed Decision provides  SoCalGas
with the option of implementing PBR now, retroactive to Jan. 1, 1997, or  on
Jan. 1, 1998.