PACIFIC ENTERPRISES  
555 West Fifth Street 
Los Angeles, California 90071-2006 
 
 
 
 
							November 14, 1997 
 
 
Securities and Exchange Commission 
Washington, D.C. 20549 
 
Gentlemen: 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, we are  
transmitting herewith an amended Form 10-Q for the period ending September  
30, 1997. 
 
 
 
Sincerely, 
 
PACIFIC ENTERPRISES 
 
 
Ralph Todaro 
Vice President and Controller 
(Chief Financial Officer 
and duly authorized signatory) 
 
 
 
 
                             UNITED STATES 
                   SECURITIES AND EXCHANGE COMMISSION 
                         Washington, D.C.  20549 
 
                               FORM 10-Q/A                         
 
     [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                    SECURITIES EXCHANGE ACT OF 1934 
 
For the quarterly period ended         September 30, 1997 
                              ------------------------------------- 
 
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, Suite 2900, Los Angeles, California 90013-1011 
- ---------------------------------------------------------------------- 
                (Address of principal executive offices) 
                               (Zip Code) 
 
                             (213) 895-5000 
      ---------------------------------------------------------- 
         (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    
    -----		----- 
 
The number of shares of common stock outstanding on November 3, 1997 was  
83,389,972. 
  
 
 
 
    
 
Amendment number one to Pacific Enterprises'Form 10-Q for the quarterly 
period ended September 30, 1997. 
  
Paragraph number six under the caption SOCALGAS OPERATIONS on page 12 in  
Management's Decision and Analysis is amended as follows: 
 
Operating and maintenance expenses for the three months and nine months ended  
September 30, 1997, decreased $3 million and increased $2 million,  
respectively,compared to the same periods in 1996.  The decrease for the  
three month period ended September 30, 1997, is primarily due to SoCalGas'  
continued efforts to reduce costs.  The increase for the nine months ended  
September 30, 1997 is primarily due to benefits received in 1996 of $9.5  
million, pre-tax, representing a non-recurring litigation settlement  
which reduced operating and maintenance expenses and higher expenses  
related to increased storage activities in 1997.  These items contributing  
to the increase from 1996 to 1997 were partially offset by SoCalGas'  
continued efforts to reduce costs in 1997. 
 
Paragraph number one under the caption PARENT COMPANY on page 15 in  
Management's Discussion and Analysis is amended as follows: 
 
Parent company interest expense, excluding merger related expenses, for the  
three months ended September 30, 1996 was $7.4 million, after-tax, compared  
to $3.5 million, after-tax for the same period of 1996.  For the nine months  
ended September 30, 1997, Parent company and interest expense were $20.6  
million compared to $9.9 million in 1996.  For the nine months ended  
September 30, 1997, the parent incurred $2 million, after-tax, of employee  
labor charges relating to the merger.  For the same period, the  
Parent also incurred $3.5 million, after-tax, in stock option expenses 
compared to $1.7 million in 1996.   Parent expenses for the nine  
months ended September 30, 1997, also include stock appreciation rights  
charged to subsidiaries throughout 1996.  The expenses will be charged to 
subsidiaries during the fourth quarter of 1997, thereby eliminating the 
increase from 1996. 
 
     
 
 
SIGNATURE 
 
 
 
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. 
 
 
PACIFIC ENTERPRISES 
- ------------------- 
   (Registrant) 
 
 
 
/s/ Ralph Todaro 
- ----------------------------- 
Ralph Todaro 
Vice President and Controller 
(Chief Accounting Officer and 
duly authorized signatory) 
 
Date: November 14, 1997