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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           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)        July 9, 1997
                                                ----------------------------

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


                                   California
                  ---------------------------------------------
                  (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)


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ITEM 5.  OTHER EVENTS

                              CPUC PBR Decision


                           ***********************

On  July  2,  1997,  Commissioner Conlon of the California Public  Utilities
Commission  (CPUC)  issued  for comment an Alternate  Proposed  Decision  on
Southern  California Gas Company's (SoCalGas) application to  the  CPUC  for
performance based regulation (PBR). The Alternate Proposed Decision contains
modifications  to  the  Administrative  Law  Judge's  (ALJ)  second  Revised
Proposed Decision issued on June 9, 1997.

SoCalGas filed its PBR application with the CPUC in 1995.  PBR replaces  the
general  rate  case  and certain other regulatory proceedings.   Under  PBR,
regulators  would allow future income potential to be tied to  achieving  or
exceeding  specific  performance  and  productivity  measures,  rather  than
relying  solely  on expanding utility rate base in a market  where  SoCalGas
already  has  a  highly developed infrastructure.  The change in  regulatory
oversight will change the way earnings are affected by various factors.  For
example,  earnings will become more reliant on operational efficiencies  and
less on investment in plant.

Under  ratemaking  procedures in effect prior to the PBR decision,  SoCalGas
typically filed a general rate case with the CPUC every three years.   In  a
general  rate case, the CPUC established a base margin, which is the  amount
of  revenue  to be collected from customers to recover authorized  operating
expenses  (other than the cost of gas), depreciation, taxes  and  return  on
rate  base.  Separate proceedings are held annually to review SoCalGas' cost
of  capital including return on common equity, interest costs and changes in
capital structure.  In the PBR application originally filed by SoCalGas, key
elements included a permanent reduction in base rates, an indexing mechanism
that  would  limit  future  rate increases to  the  inflation  rate  less  a
productivity  factor, and rate refunds to customers if service quality  were
to  deteriorate.   Also, SoCalGas' application proposed the  elimination  of
annual cost of capital proceedings to be replaced by an adjustment mechanism
if  changes  in  certain  indices exceed established  tolerances.   The  new
approach   would  maintain  cost  based  rates  but  would  link   financial
performance with changes in productivity.

The  alternate  Proposed  Decision differs from  the  ALJ's  second  Revised
Proposed  Decision  in  two areas relating to the  indexing  formulae.   The
Alternate Proposed Decision adopts a customer growth factor in the  indexing
formulae. The Alternate Proposed Decision would then index SoCalGas'  margin
per  customer by inflation less 2.1% in the first year, with the  percentage
increasing in 0.1% increments per year, to 2.5% in the fifth and final year.
By comparison, the ALJ's second Revised Proposed Decision does not contain a
customer growth factor in the formulae and would index total base margin  by
inflation less 1.6% in the first year with the percentage increasing in 0.1%
increments per year, to 2.0% in the fifth and final year.



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The  Alternate Proposed Decision also differs from the ALJ's second  Revised
Proposed Decision relating to the earnings sharing mechanism.  The Alternate
Proposed  Decision  would  require  SoCalGas  to  share  with  ratepayers  a
percentage  of any earned rate of return on rate base that fell  between  25
and  150 basis points above the authorized rate of return, currently  9.49%.
The  percentage to be shared with ratepayers would start at 75% and  decline
to  0%  as returns increased to 150 basis points.  By comparison, the second
Revised Proposed Decision would require sharing of any earned return between
25  and  300 basis points above authorized rate of return on rate base.  The
percentage to be shared with ratepayers would start at 75% and decline to 0%
as returns increased to 300 basis points.

There  are a number of remaining differences between SoCalGas' proposed  PBR
application  and  the  ALJ's  second Revised  Proposed  Decision  which  the
Alternate  Proposed Decision of July 2, did not modify.   SoCalGas'  initial
application reflected a starting base margin reduction of $61.2  million  as
compared  to its authorized 1995 level.  After reaching various stipulations
with  the  Commission's staff, SoCalGas' final position was a  reduction  of
$110  million.   The  ALJ's second Revised Proposed  Decision  calls  for  a
starting  base  margin reduction of $160  million, down slightly  from  $163
million in the first Revised Proposed Decision issued by the ALJ on May  23,
1997  and reported earlier. The ALJ's second Revised Proposed Decision calls
for  the  base  margin reduction to be implemented  immediately,  and  gives
SoCalGas  the  option of implementing all other PBR elements retroactive  to
January 1, 1997, or on January 1, 1998.

A CPUC decision is scheduled for July 16, 1997.




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
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Ralph Todaro
Vice President and Controller
(Chief Accounting Officer and
duly authorized signatory)
Date:  July 9, 1997