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PENNSYLVANIA
ENTERPRISES
INC.

WILKES-BARRE CENTER
39 PUBLIC SQUARE
WILKES-BARRE, PENNSYLVANIA 18711-0601
                                        Filed pursuant to Rule 424(b)(3)
                                        Registration Statement No. 33-53501
                              
                              This letter amends and supplements the prospectus
                              dated May 5, 1994, (the "Prospectus") relating to
                              the Pennsylvania Enterprises, Inc. Dividend
                              Reinvestment and Stock Purchase Plan (the
                              "Plan").  A copy of the Prospectus may be
                              obtained from the Secretary of Pennsylvania
                              Enterprises, Inc., at 39 Public Square, Wilkes-
                              Barre, PA 18711-0601, telephone 717-829-8843 or 1-
                              800-379-4768.
                              
                              
                              
                              May 15, 1995


Dear Shareholder:
          
          We recently wrote to you about the planned sale of our water
operations to Pennsylvania-American Water Company, a division of American Water
Works Company, Inc.  As a result of this transaction, our capital requirements
will be significantly reduced.  After carefully considering this matter, we
have concluded to suspend the supplemental cash purchase and 5% discount from
market price features of our Dividend Reinvestment and Stock Purchase Plan (the
"Plan"), effective May 9, 1995.  You may continue to reinvest dividends, but
stock will be purchased at the average market price as defined in the Plan
Prospectus without a discount.
          
          If you currently participate in the Plan and reinvest dividends and
wish to continue to do so, no action is required by you.  We believe that the
Plan is still a convenient and economical way to invest.  The Company will
continue to administer the Plan at its own expense and no brokerage fee or
commission will be charged to any shareholder on the purchase of shares under
the Plan.
          
          If you have submitted a supplemental cash payment it will be returned
to you with a copy of this letter.
          
          However, if you participate in the Plan and reinvest dividends and
wish to change your participation, you must notify Chemical/Mellon Shareholder
Services, our agent for the Plan, by May 31, 1995, for the change to be
effective for the June dividend.  You may call Chemical/Mellon Shareholder
Services toll-free at 1-800-851-9677 with your change.  Please have your
account number ready with you when you call and state whether you wish to
change the number of shares participating or terminate your Plan account (and
either sell all your shares or receive a certificate for full shares and a
check for fractional shares).
          
          If circumstances change and if the Company determines that it is
desirable to reinstate the suspended features, the Company will notify all
shareholders.
          
          Also, on April 26, 1995, your Company's Board of Directors adopted a
Shareholder Rights Plan.  Pursuant to this Plan, Rights to purchase PEI common
stock will attach to shares of common stock held in the Plan as of May 16,
1995, or acquired through the Plan after May 16, 1995.  These Rights will
become exercisable upon the occurrence of certain events, as defined in the
Shareholder Rights Plan.  A description of the Plan will be mailed separately
to all shareholders in the next week.
                              
                              Sincerely,
                              
                              
                              
                              /s/ Dean T. Casaday
                              Dean T. Casaday