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): October 15, 1996
                                              (October 12, 1996)

                              PACIFIC ENTERPRISES
             (Exact Name of Registrant as Specified in its Charter)

          California                1-40                95-0743670  
           (State of            (Commission           (I.R.S. Employer
       of Incorporation)        File Number)         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)

                                Not Applicable
          (Former Name or Former Address, If Changed Since Last Report)











          ITEM 5.   OTHER EVENTS.

                    On October 14, 1996, Pacific Enterprises (the
          parent company of Southern California Gas Company) and
          Enova Corporation ("Enova," the parent company of San
          Diego Gas & Electric) announced that their Boards of
          Directors had unanimously approved a business combination
          of the two companies pursuant to a strategic merger of
          equals in a tax-free transaction to be accounted for as a
          pooling of interests.  As a result of the transaction,
          Pacific Enterprises and Enova will become subsidiaries of
          a new holding company and their common shareholders will
          become shareholders of the new holding company.  Pacific
          Enterprises common shareholders will receive 1.5038
          shares of new holding company common stock for each of
          their shares of Pacific Enterprises common stock and
          Enova common shareholders will receive one share of new
          holding company common stock for each of their shares of
          Enova common stock.  Preferred stock of Pacific
          Enterprises, Southern California Gas Company and San
          Diego Gas & Electric will remain outstanding.  The new
          holding company will be incorporated in California and
          will be exempt from the Public Utility Holding Company
          Act as an intrastate holding company. 

                    To effect the combination, Pacific Enterprises,
          Enova, Mineral Energy Company, a newly-formed California
          corporation (the "New Holding Company")  50% of whose
          outstanding capital stock is owned by Pacific Enterprises
          and 50% of whose capital stock is owned by Enova, B
          Mineral Energy Sub, a California corporation ("Pacific
          Sub") and a wholly owned subsidiary of the New Holding
          Company, and G Mineral Energy Sub, a California
          corporation ("Enova Sub") and a wholly owned subsidiary
          of the New Holding Company, have entered into an
          Agreement and Plan of Merger and Reorganization dated as
          of October 12, 1996 (the "Merger Agreement").  The Merger
          Agreement and the press release issued in connection
          therewith are filed herewith as Exhibits 10.1 and 99.1,
          respectively, and are incorporated herein by reference. 
          The description of the Merger Agreement set forth below
          does not purport to be complete and is qualified in its
          entirety by the provisions of the Merger Agreement.

                    Pursuant to the Merger Agreement, Pacific Sub
          will be merged with and into Pacific Enterprises, with
          Pacific Enterprises remaining as the surviving
          corporation and becoming a subsidiary of the New Holding
          Company, and Enova Sub will be merged with and into
          Enova, with Enova remaining as the surviving corporation
          and also becoming a subsidiary of the New Holding Company
          (collectively, the "Mergers").  The Mergers, which were
          unanimously approved by the respective Boards of
          Directors of each of the constituent companies, are
          expected to occur shortly after all the conditions to the
          consummation of the Mergers, including obtaining
          applicable regulatory approvals, are met or waived.  The
          Mergers are expected to close by the end of 1997.  The
          Mergers are expected to be tax-free to Pacific
          Enterprises and Enova and their respective shareholders
          (except as to dissenting shares and fractional shares).

                    The Mergers are subject to certain customary
          closing conditions, including, without limitation, the
          receipt of the required shareholder approvals of Pacific
          Enterprises and Enova; and the receipt of all necessary
          governmental approvals and the making of all necessary
          governmental filings, including approvals of state
          utility regulators in California, the approval of, or
          disclaimer of jurisdiction by, the Federal Energy
          Regulatory Commission, the approval of the Securities and
          Exchange Commission under the Public Utility Holding
          Company Act, the approval of the Nuclear Regulatory
          Commission and the filing of the requisite notification
          with the Federal Trade Commission and the Department of
          Justice under the Hart-Scott-Rodino Antitrust Act of
          1976, as amended, and the expiration of the applicable
          waiting period thereunder.  In addition, the Mergers are
          conditioned upon the effectiveness of a registration
          statement to be filed by the New Holding Company with
          respect to the New Holding Company common stock to be
          issued in the Mergers.  (See Article VII of the Merger
          Agreement.)  Shareholder meetings to vote on the Mergers
          will be convened as soon as practicable and are expected
          to be held in early 1997.  Shareholder approval requires
          the affirmative vote of (i) a majority of (x) the
          outstanding shares of common stock of Pacific Enterprises
          and (y) the outstanding shares of common stock and
          preferred stock of Pacific Enterprises voting together as
          a class, and (ii) a majority of the outstanding shares of
          common stock of Enova.

                    The Merger Agreement contains certain covenants
          of the parties pending the consummation of the Mergers. 
          Generally, Pacific Enterprises and Enova must carry on
          their businesses in the ordinary course consistent with
          past practice and may not in any year increase dividends
          on common stock beyond 110% of the prior year, may not
          issue capital stock beyond certain limits and may not
          repurchase common stock in excess of the lesser of (i)
          4,250,000 shares for each company and (ii) the number of
          shares permitted by pooling accounting limitations.  The
          Merger Agreement also contains certain restrictions and
          limitations on, among other things, charter and by-law
          amendments, acquisitions, capital expenditures,
          dispositions, incurrence of indebtedness, certain
          increases in employee compensation and benefits and
          affiliate transactions.  (See Article V of the Merger
          Agreement.)  

                    The Merger Agreement provides that, after the
          effectiveness of the Mergers (the "Effective Time"), the
          corporate headquarters and principal executive offices of
          the New Holding Company will be in San Diego, California. 
          Those of Southern California Gas Company will continue to
          be in Los Angeles, California and those of San Diego Gas
          & Electric will continue to be in San Diego, California.

                    At the Effective Time, the Board of Directors
          of the New Holding Company will constitute an equal
          number of directors designated by Pacific Enterprises and
          Enova.  Pursuant to Employment Agreements entered into
          with the New Holding Company which become effective at
          the Effective Time, Richard D. Farman, the current
          President and Chief Operating Officer of Pacific
          Enterprises, will serve as the Chairman of the Board and
          Chief Executive Officer of the New Holding Company until
          the earlier of September 1, 2000 or the second
          anniversary of the Effective Time, and Stephen L. Baum,
          the current President and Chief Executive Officer of
          Enova, will serve as the Vice-Chairman, President and
          Chief Operating Officer of the New Holding Company during
          such time and will become the New Holding Company's Chief
          Executive Officer two years after the Effective Time and
          will add the title of Chairman by September 2000 when Mr.
          Farman retires.  In addition, pursuant to Employment
          Agreements entered into with the New Holding Company
          which become effective at the Effective Time, Warren I.
          Mitchell, the current President of Southern California
          Gas Company, will become the President and the principal
          executive officer of the New Holding Company's regulated
          operations, and Donald E. Felsinger, the current
          President and Chief Executive Officer of San Diego Gas &
          Electric, will become President and principal executive
          officer of the New Holding Company's unregulated
          businesses.

                    The Employment Agreements entered into between
          the New Holding Company and each of Messrs. Farman, Baum,
          Mitchell and Felsinger are filed herewith as Exhibits
          10.2, 10.3, 10.4 and 10.5, respectively, and are
          incorporated herein by reference.  The description of
          such Employment Agreements set forth above does not
          purport to be complete and is qualified in its entirety
          by the provisions of the Employment Agreements.

                    The Merger Agreement may be terminated under
          certain circumstances, including by mutual consent of
          Pacific Enterprises and Enova; by either company if the
          Mergers are not consummated by April 30, 1998; by either
          company if the requisite shareholder approvals are not
          obtained by June 30, 1997; by either company as a result
          of a legal or regulatory prohibition; by a non-breaching
          company if there occurs a material breach of any material
          representation, warranty, covenant or agreement contained
          in the Merger Agreement which is not cured within sixty
          (60) days; by either company if there is withdrawal or
          adverse modification of the recommendation of the Merger
          Agreement by the other company's Board of Directors or
          the approval of a third party acquisition proposal by the
          other company's Board of Directors; or by either company,
          under certain circumstances, as a result of a third party
          acquisition proposal which such company, pursuant to its
          directors' fiduciary duties, determines to accept.

                    If the Merger Agreement is terminated as a
          result of: (i) the failure of the shareholders of either
          Pacific Enterprises or Enova to provide the requisite
          approval of the Merger Agreement on or before June 30,
          1997 at a time following the initiation of a publicly
          announced third party acquisition proposal involving the
          company whose shareholders fail to grant the necessary
          approval; (ii) the withdrawal or adverse modification of
          the recommendation of the Merger Agreement by the other
          company's Board of Directors or the approval of a third
          party acquisition proposal by the other company's Board
          of Directors; or (iii) the occurrence of a third party
          acquisition proposal which the Board of Directors of the
          company receiving the proposal determines in good faith,
          after consultation with outside counsel and after giving
          effect to all concessions which may be offered by the
          other company in the terms and conditions of the Merger
          Agreement, is reasonably necessary to accept in order for
          such Board to act in a manner consistent with its
          fiduciary duties under applicable law, then (x) the
          company whose shareholders fail to grant the necessary
          approval, in the case of clause (i) above, (y) the non-
          terminating company, in the case of clause (ii) above, or
          (z) the company which has received the third party
          acquisition proposal, in the case of clause (iii) (as the
          case may be, the "Target Company"), will be required to
          pay to the other company (the "Recipient") a termination
          fee of $72 million plus an amount in relation to the
          Recipient's expenses calculated as described below
          (collectively, the "Termination Amount") if, within one
          year following such termination, the Target Company or
          any of its material subsidiaries consummates, or accepts
          a written offer to consummate, an acquisition proposal
          with any third party.

                    If the Termination Amount becomes payable
          within the first four months following the execution of
          the Merger Agreement, the expense reimbursement portion
          of the Termination Amount will equal $3 million plus an
          amount equal to the Recipient's documented out-of-pocket
          expenses in excess of $3 million, subject to a maximum
          aggregate expense reimbursement of $5 million.  If the
          Termination Amount becomes payable after the first four
          months following the execution of the Merger Agreement,
          the expense reimbursement portion of the Termination
          Amount will equal $3 million plus an amount equal to the
          Recipient's documented out-of-pocket expenses in excess
          of $3 million, subject to a maximum aggregate expense
          reimbursement of $10 million.  The Merger Agreement also
          provides for the payment by the non-terminating company
          of an expense reimbursement amount calculated as
          described above upon a termination of the Merger
          Agreement by reason of a material breach by the other
          company.  (See Article VIII of the Merger Agreement.)  

                    In connection with the execution and delivery
          of the Merger Agreement, Pacific Enterprises and Enova
          have agreed to use their best efforts to negotiate the
          terms of, and enter into a joint venture agreement  (the
          "Joint Venture Agreement") regarding the formation of a
          joint venture to pursue natural gas and electricity
          marketing opportunities and provide energy management and
          related energy services.  Pursuant to the terms of the
          Joint Venture Agreement, the joint venture and the Joint
          Venture Agreement are terminable by either company
          without economic penalty upon a termination of the Merger
          Agreement.

          ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

               (c)  Exhibits 

               10.1 Agreement and Plan of Merger and
                    Reorganization, dated as of October
                    12, 1996, by and among Pacific
                    Enterprises, Enova, the New Holding
                    Company, Pacific Sub and Enova Sub.

               10.2 Employment Agreement dated as of October 12,
                    1996 between the New Holding Company and Richard D. 
                    Farman.

               10.3 Employment Agreement dated as of October 12,
                    1996 between the New Holding Company and Stephen L. 
                    Baum.

               10.4 Employment Agreement dated as of October 12, 1996
                    between the New Holding Company and Warren I. Mitchell.

               10.5 Employment Agreement dated as of October 12, 1996
                    between the New Holding Company and Donald E.
                    Felsinger.

               99.1 Press release, dated October 14, 1996, of Pacific 
                    Enterprises and Enova.

























                                   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

          Date:  October 15, 1996             By: /s/ RALPH TODARO              
                                              Name:  Ralph Todaro
                                              Title:  Vice President and 
                                                      Controller
                                         















































                                 EXHIBIT INDEX

          Number    Description                                     
          Page

          10.1      Agreement and Plan of Merger and
                    Reorganization, dated as of October
                    12, 1996, by and among Pacific
                    Enterprises, Enova, the New Holding
                    Company, Pacific Sub and Enova Sub.

          10.2      Employment Agreement dated as of October 12, 1996
                    between the New Holding Company and Richard D.
                    Farman.

          10.3      Employment Agreement dated as of October 12, 1996
                    between the New Holding Company and Stephen L.
                    Baum.

          10.4      Employment Agreement dated as of October 12, 1996
                    between the New Holding Company and Warren I.
                    Mitchell.

          10.5      Employment Agreement dated as of October 12, 1996
                    between the New Holding Company and Donald E.
                    Felsinger.

          99.1      Press release, dated October 14,
                    1996, of Pacific Enterprises and
                    Enova.
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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): October 15, 1996
                                              (October 12, 1996)

                              PACIFIC ENTERPRISES
             (Exact Name of Registrant as Specified in its Charter)

          California                1-40                95-0743670  
           (State of            (Commission           (I.R.S. Employer
       of Incorporation)        File Number)         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)

                                Not Applicable
          (Former Name or Former Address, If Changed Since Last Report)

          ITEM 5.   OTHER EVENTS.

                    On October 14, 1996, Pacific Enterprises (the
          parent company of Southern California Gas Company) and
          Enova Corporation ("Enova," the parent company of San
          Diego Gas & Electric) announced that their Boards of
          Directors had unanimously approved a business combination
          of the two companies pursuant to a strategic merger of
          equals in a tax-free transaction to be accounted for as a
          pooling of interests.  As a result of the transaction,
          Pacific Enterprises and Enova will become subsidiaries of
          a new holding company and their common shareholders will
          become shareholders of the new holding company.  Pacific
          Enterprises common shareholders will receive 1.5038
          shares of new holding company common stock for each of
          their shares of Pacific Enterprises common stock and
          Enova common shareholders will receive one share of new
          holding company common stock for each of their shares of
          Enova common stock.  Preferred stock of Pacific
          Enterprises, Southern California Gas Company and San
          Diego Gas & Electric will remain outstanding.  The new
          holding company will be incorporated in California and
          will be exempt from the Public Utility Holding Company
          Act as an intrastate holding company. 

                    To effect the combination, Pacific Enterprises,
          Enova, Mineral Energy Company, a newly-formed California
          corporation (the "New Holding Company")  50% of whose
          outstanding capital stock is owned by Pacific Enterprises
          and 50% of whose capital stock is owned by Enova, B
          Mineral Energy Sub, a California corporation ("Pacific
          Sub") and a wholly owned subsidiary of the New Holding
          Company, and G Mineral Energy Sub, a California
          corporation ("Enova Sub") and a wholly owned subsidiary
          of the New Holding Company, have entered into an
          Agreement and Plan of Merger and Reorganization dated as
          of October 12, 1996 (the "Merger Agreement").  The Merger
          Agreement and the press release issued in connection
          therewith are filed herewith as Exhibits 10.1 and 99.1,
          respectively, and are incorporated herein by reference. 
          The description of the Merger Agreement set forth below
          does not purport to be complete and is qualified in its
          entirety by the provisions of the Merger Agreement.

                    Pursuant to the Merger Agreement, Pacific Sub
          will be merged with and into Pacific Enterprises, with
          Pacific Enterprises remaining as the surviving
          corporation and becoming a subsidiary of the New Holding
          Company, and Enova Sub will be merged with and into
          Enova, with Enova remaining as the surviving corporation
          and also becoming a subsidiary of the New Holding Company
          (collectively, the "Mergers").  The Mergers, which were
          unanimously approved by the respective Boards of
          Directors of each of the constituent companies, are
          expected to occur shortly after all the conditions to the
          consummation of the Mergers, including obtaining
          applicable regulatory approvals, are met or waived.  The
          Mergers are expected to close by the end of 1997.  The
          Mergers are expected to be tax-free to Pacific
          Enterprises and Enova and their respective shareholders
          (except as to dissenting shares and fractional shares).

                    The Mergers are subject to certain customary
          closing conditions, including, without limitation, the
          receipt of the required shareholder approvals of Pacific
          Enterprises and Enova; and the receipt of all necessary
          governmental approvals and the making of all necessary
          governmental filings, including approvals of state
          utility regulators in California, the approval of, or
          disclaimer of jurisdiction by, the Federal Energy
          Regulatory Commission, the approval of the Securities and
          Exchange Commission under the Public Utility Holding
          Company Act, the approval of the Nuclear Regulatory
          Commission and the filing of the requisite notification
          with the Federal Trade Commission and the Department of
          Justice under the Hart-Scott-Rodino Antitrust Act of
          1976, as amended, and the expiration of the applicable
          waiting period thereunder.  In addition, the Mergers are
          conditioned upon the effectiveness of a registration
          statement to be filed by the New Holding Company with
          respect to the New Holding Company common stock to be
          issued in the Mergers.  (See Article VII of the Merger
          Agreement.)  Shareholder meetings to vote on the Mergers
          will be convened as soon as practicable and are expected
          to be held in early 1997.  Shareholder approval requires
          the affirmative vote of (i) a majority of (x) the
          outstanding shares of common stock of Pacific Enterprises
          and (y) the outstanding shares of common stock and
          preferred stock of Pacific Enterprises voting together as
          a class, and (ii) a majority of the outstanding shares of
          common stock of Enova.

                    The Merger Agreement contains certain covenants
          of the parties pending the consummation of the Mergers. 
          Generally, Pacific Enterprises and Enova must carry on
          their businesses in the ordinary course consistent with
          past practice and may not in any year increase dividends
          on common stock beyond 110% of the prior year, may not
          issue capital stock beyond certain limits and may not
          repurchase common stock in excess of the lesser of (i)
          4,250,000 shares for each company and (ii) the number of
          shares permitted by pooling accounting limitations.  The
          Merger Agreement also contains certain restrictions and
          limitations on, among other things, charter and by-law
          amendments, acquisitions, capital expenditures,
          dispositions, incurrence of indebtedness, certain
          increases in employee compensation and benefits and
          affiliate transactions.  (See Article V of the Merger
          Agreement.)  

                    The Merger Agreement provides that, after the
          effectiveness of the Mergers (the "Effective Time"), the
          corporate headquarters and principal executive offices of
          the New Holding Company will be in San Diego, California. 
          Those of Southern California Gas Company will continue to
          be in Los Angeles, California and those of San Diego Gas
          & Electric will continue to be in San Diego, California.

                    At the Effective Time, the Board of Directors
          of the New Holding Company will constitute an equal
          number of directors designated by Pacific Enterprises and
          Enova.  Pursuant to Employment Agreements entered into
          with the New Holding Company which become effective at
          the Effective Time, Richard D. Farman, the current
          President and Chief Operating Officer of Pacific
          Enterprises, will serve as the Chairman of the Board and
          Chief Executive Officer of the New Holding Company until
          the earlier of September 1, 2000 or the second
          anniversary of the Effective Time, and Stephen L. Baum,
          the current President and Chief Executive Officer of
          Enova, will serve as the Vice-Chairman, President and
          Chief Operating Officer of the New Holding Company during
          such time and will become the New Holding Company's Chief
          Executive Officer two years after the Effective Time and
          will add the title of Chairman by September 2000 when Mr.
          Farman retires.  In addition, pursuant to Employment
          Agreements entered into with the New Holding Company
          which become effective at the Effective Time, Warren I.
          Mitchell, the current President of Southern California
          Gas Company, will become the President and the principal
          executive officer of the New Holding Company's regulated
          operations, and Donald E. Felsinger, the current
          President and Chief Executive Officer of San Diego Gas &
          Electric, will become President and principal executive
          officer of the New Holding Company's unregulated
          businesses.

                    The Employment Agreements entered into between
          the New Holding Company and each of Messrs. Farman, Baum,
          Mitchell and Felsinger are filed herewith as Exhibits
          10.2, 10.3, 10.4 and 10.5, respectively, and are
          incorporated herein by reference.  The description of
          such Employment Agreements set forth above does not
          purport to be complete and is qualified in its entirety
          by the provisions of the Employment Agreements.

                    The Merger Agreement may be terminated under
          certain circumstances, including by mutual consent of
          Pacific Enterprises and Enova; by either company if the
          Mergers are not consummated by April 30, 1998; by either
          company if the requisite shareholder approvals are not
          obtained by June 30, 1997; by either company as a result
          of a legal or regulatory prohibition; by a non-breaching
          company if there occurs a material breach of any material
          representation, warranty, covenant or agreement contained
          in the Merger Agreement which is not cured within sixty
          (60) days; by either company if there is withdrawal or
          adverse modification of the recommendation of the Merger
          Agreement by the other company's Board of Directors or
          the approval of a third party acquisition proposal by the
          other company's Board of Directors; or by either company,
          under certain circumstances, as a result of a third party
          acquisition proposal which such company, pursuant to its
          directors' fiduciary duties, determines to accept.

                    If the Merger Agreement is terminated as a
          result of: (i) the failure of the shareholders of either
          Pacific Enterprises or Enova to provide the requisite
          approval of the Merger Agreement on or before June 30,
          1997 at a time following the initiation of a publicly
          announced third party acquisition proposal involving the
          company whose shareholders fail to grant the necessary
          approval; (ii) the withdrawal or adverse modification of
          the recommendation of the Merger Agreement by the other
          company's Board of Directors or the approval of a third
          party acquisition proposal by the other company's Board
          of Directors; or (iii) the occurrence of a third party
          acquisition proposal which the Board of Directors of the
          company receiving the proposal determines in good faith,
          after consultation with outside counsel and after giving
          effect to all concessions which may be offered by the
          other company in the terms and conditions of the Merger
          Agreement, is reasonably necessary to accept in order for
          such Board to act in a manner consistent with its
          fiduciary duties under applicable law, then (x) the
          company whose shareholders fail to grant the necessary
          approval, in the case of clause (i) above, (y) the non-
          terminating company, in the case of clause (ii) above, or
          (z) the company which has received the third party
          acquisition proposal, in the case of clause (iii) (as the
          case may be, the "Target Company"), will be required to
          pay to the other company (the "Recipient") a termination
          fee of $72 million plus an amount in relation to the
          Recipient's expenses calculated as described below
          (collectively, the "Termination Amount") if, within one
          year following such termination, the Target Company or
          any of its material subsidiaries consummates, or accepts
          a written offer to consummate, an acquisition proposal
          with any third party.

                    If the Termination Amount becomes payable
          within the first four months following the execution of
          the Merger Agreement, the expense reimbursement portion
          of the Termination Amount will equal $3 million plus an
          amount equal to the Recipient's documented out-of-pocket
          expenses in excess of $3 million, subject to a maximum
          aggregate expense reimbursement of $5 million.  If the
          Termination Amount becomes payable after the first four
          months following the execution of the Merger Agreement,
          the expense reimbursement portion of the Termination
          Amount will equal $3 million plus an amount equal to the
          Recipient's documented out-of-pocket expenses in excess
          of $3 million, subject to a maximum aggregate expense
          reimbursement of $10 million.  The Merger Agreement also
          provides for the payment by the non-terminating company
          of an expense reimbursement amount calculated as
          described above upon a termination of the Merger
          Agreement by reason of a material breach by the other
          company.  (See Article VIII of the Merger Agreement.)  

                    In connection with the execution and delivery
          of the Merger Agreement, Pacific Enterprises and Enova
          have agreed to use their best efforts to negotiate the
          terms of, and enter into a joint venture agreement  (the
          "Joint Venture Agreement") regarding the formation of a
          joint venture to pursue natural gas and electricity
          marketing opportunities and provide energy management and
          related energy services.  Pursuant to the terms of the
          Joint Venture Agreement, the joint venture and the Joint
          Venture Agreement are terminable by either company
          without economic penalty upon a termination of the Merger
          Agreement.

          ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

               (c)  Exhibits 

               10.1 Agreement and Plan of Merger and
                    Reorganization, dated as of October
                    12, 1996, by and among Pacific
                    Enterprises, Enova, the New Holding
                    Company, Pacific Sub and Enova Sub.

               10.2 Employment Agreement dated as of October 12,
                    1996 between the New Holding Company and Richard D. 
                    Farman.

               10.3 Employment Agreement dated as of October 12,
                    1996 between the New Holding Company and Stephen L. 
                    Baum.

               10.4 Employment Agreement dated as of October 12, 1996
                    between the New Holding Company and Warren I. Mitchell.

               10.5 Employment Agreement dated as of October 12, 1996
                    between the New Holding Company and Donald E.
                    Felsinger.

               99.1 Press release, dated October 14, 1996, of Pacific 
                    Enterprises and Enova.

                                   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

          Date:  October 15, 1996             By: /s/ RALPH TODARO              
                                              Name:  Ralph Todaro
                                              Title:  Vice President and 
                                                      Controller
                                         

                                 EXHIBIT INDEX

          Number    Description                                     
          Page

          10.1      Agreement and Plan of Merger and
                    Reorganization, dated as of October
                    12, 1996, by and among Pacific
                    Enterprises, Enova, the New Holding
                    Company, Pacific Sub and Enova Sub.

          10.2      Employment Agreement dated as of October 12, 1996
                    between the New Holding Company and Richard D.
                    Farman.

          10.3      Employment Agreement dated as of October 12, 1996
                    between the New Holding Company and Stephen L.
                    Baum.

          10.4      Employment Agreement dated as of October 12, 1996
                    between the New Holding Company and Warren I.
                    Mitchell.

          10.5      Employment Agreement dated as of October 12, 1996
                    between the New Holding Company and Donald E.
                    Felsinger.

          99.1      Press release, dated October 14,
                    1996, of Pacific Enterprises and
                    Enova.