This is a Supplement to the Prospectus of
                              Pennsylvania  Enterprises,  Inc. with respect to
                              its Dividend Reinvestment and Stock Purchase Plan
                              dated May 21, 1996, contained in Registration
                              Statement No. 333-04813



                                                   December 26, 1996




Dear Shareholder:


         Pennsylvania  Enterprises,  Inc. has amended its Dividend  Reinvestment
and Stock Purchase Plan (the "DRIP") to eliminate the requirement  that at least
80% of the net  proceeds  received  by the  Company  from the sale of its common
stock to DRIP  participants  be made  available  to PG Energy  Inc.  ("PGE"),  a
wholly-owned  subsidiary  of the  Company.  In the  future the  Company,  at its
option,  will either  utilize the net proceeds it receives  from the sale of its
common stock to DRIP  participants  for its general  corporate  purposes or will
make all or a portion of such proceeds available to PGE or to one or more of the
Company's other  subsidiaries  for the repayment of debt, for payment of capital
expenditures and/or for other corporate purposes.

         Any questions  with respect to the foregoing  amendment to the DRIP may
be directed to the Company's Investor Relations Department at 1-800-379-4768.


                                   Sincerely,

                                   PENNSYLVANIA ENTERPRISES, INC.


                                   By:     /s/ Thomas F. Karam
                                        ---------------------------------
                                        President and Chief Executive Officer