As filed with the Securities and Exchange Commission on June 5, 1998
                                                  Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------
                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                   ----------

                                  SEMPRA ENERGY
             (Exact name of Registrant as specified in its charter)


           California                                     33-0643023
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                     Identification Number)

                   101 Ash Street, San Diego, California 92101
                                 (619) 696-2000
          (Address and telephone number of Principal Executive Offices)

  Sempra Energy 1998 Long Term Incentive Plan; Sempra Energy 1998 Non-Employee
      Directors' Stock Plan; Sempra Energy Trading Retirement Savings Plan;
    Sempra Energy Savings Plan; Pacific Enterprises Retirement Savings Plan;
            Southern California Gas Company Retirement Savings Plan;
                Enova Corporation 1986 Long-Term Incentive Plan;
                  San Diego Gas & Electric Company Savings Plan;
               Pacific Lighting Corporation Stock Incentive Plan;
                 Pacific Enterprises Employee Stock Option Plan
                           (Full titles of the Plans)
                                   ----------

                               John R. Light, Esq.
                                  SEMPRA ENERGY
                   101 Ash Street, San Diego, California 92101
                                 (619) 696-2000
            (Name, address and telephone number of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
          Title of                    Amount              Proposed Maximum        Proposed Maximum         Amount of
      Securities to be                to be              Offering Price Per           Aggregate          Registration
         Registered                 Registered                 Share               Offering Price             Fee
------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                        <C>                   <C>                    <C>        
Common Stock, no                  64,000,000(1)              $26.44(2)             $1,692,160,000         $499,187.20
par value
========================================================================================================================

</TABLE>
(1)  Represents the aggregate number of shares of Sempra Energy common stock, no
par value (the "Sempra Energy Common Stock") offered pursuant to each of the
plans set forth above. With respect to the shares of Sempra Energy Common Stock
offered pursuant to plans of Enova Corporation and Pacific Enterprises, assumes
that the shares of common stock, no par value, of Enova Corporation are each
converted into one share of Sempra Energy Common Stock and shares of common
stock, no par value, of Pacific Enterprises are each converted into 1.5038
shares of Sempra Energy Common Stock, in each case pursuant to the terms of the
pending business combination of Pacific Enterprises and Enova Corporation.

(2)  Estimated solely for the purpose of calculating the registration fee. Such
estimate is calculated pursuant to Rules 457(c), 457(f)(1) and 457(h)(1) under
the Securities Act of 1933, as amended (the "Securities Act"), based on the
average of the high and low price of shares of common stock of Enova Corporation
on the New York Stock Exchange on June 3, 1998, which high and low prices were
$26.625 and $26.25, respectively.


<PAGE>


                                     Part I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*




























------------

*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933, as amended
         (hereinafter, the "Securities Act"), and the "Note" to Part I of Form
         S-8.


<PAGE>


                                        2

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents are incorporated by reference in this
Registration Statement.

                  (a) Registration Statement of Mineral Energy Corporation (now
         "Sempra Energy") on Form S-4, dated February 5, 1997, File No.
         333-21229.

                  (b) Annual Report of Enova Corporation ("Enova") on Form 10-K,
         as amended, for the year ended December 31, 1997, File No. 1-11439.

                  (c) Current Reports of Enova on Form 8-K, dated March 9, 1998
         and March 23, 1998, File No. 1-11439.

                  (d) Annual Report of Pacific Enterprises ("Pacific") on Form
         10-K for the year ended December 31, 1997, File No. 1-40.

                  (e) Current Reports of Pacific on Form 8-K, dated January 27,
         1998, February 24, 1998, March 13, 1998, and March 27, 1998, File No.
         1-40.

                  (f) Quarterly Report of Enova on Form 10-Q, for the quarter
         ended March 31, 1998, File No. 1-11439.

                  (g) Quarterly Report of Pacific on Form 10-Q, for the quarter
         ended March 31, 1998, File No. 1-40.

         All documents subsequently filed by Sempra Energy (the "Company" or
"Registrant") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of such
documents.

         Any statement contained in a document incorporated or deemed
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


<PAGE>


                                        3

Item 4.  Description of Securities.

         The holders of the Company Common Stock will be entitled to receive
such dividends as the Company Board of Directors may from time to time declare,
subject to any rights of holders of outstanding shares of Company Preferred
Stock. Shareholders of Pacific and Enova entitled to receive Company Common
Stock will, subject to any applicable escheat law, be entitled to dividends
declared after the completion of the business combination regardless of when
certificates representing Pacific Common Stock or Enova Common Stock, as the
case may be, are exchanged.

         Except as otherwise provided by law, each holder of Company Common
Stock will be entitled to one vote per share on each matter submitted to a vote
at a meeting of shareholders, subject to any class or series voting rights of
holders of Company Preferred Stock. Under the Company's Articles of
Incorporation, the Company Board of Directors will be classified into three
classes each consisting of, as nearly as may be possible, one-third of the total
number of directors constituting the entire Company Board. The holders of
Company Common Stock will not be entitled to cumulate votes for the election of
directors.

         In the event of any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, the holders of shares of Company
Common Stock, subject to any rights of the holders of outstanding shares of
Company Preferred Stock, will be entitled to receive any remaining assets of the
Company after the discharge of its liabilities.

         Holders of Company Common Stock will not be entitled to preemptive
rights to subscribe for or purchase any part of any new or additional issue of
stock or securities convertible into stock. The Company Common Stock does not
contain any redemption provisions or conversion rights and is not liable to
assessment or further call. The shares of Company Common Stock to be issued in
the business combination, when so issued, will be fully paid and nonassessable.

         The Board of Directors of the Company has adopted a Preferred Share
Purchase Rights Plan providing that one preferred share purchase right (the
"Rights") will be attached to each share of Company Common Stock. Each Right
will entitle the registered holder thereof, after the Rights become exercisable
and until May 31, 2008 (or the earlier redemption, exchange or termination of
the Rights), to purchase from the Company 1/100th of a share of Series A Junior
Participating Preferred Stock, no par value, subject to certain anti-dilution
adjustments.




<PAGE>


                                        4

Item 5.       Interests of Named Experts and Counsel.

              Not applicable.

Item 6.       Indemnification of Directors and Officers.

              Section 317 of the Corporations Code of the State of California
permits a corporation to provide indemnification to its directors and officers
under certain circumstances. The Sempra Energy Articles of Incorporation and
Bylaws eliminate the liability of directors for monetary damages to the fullest
extent permissible under California law and provide that indemnification for
liability for monetary damages incurred by directors, officers and other agents
of Sempra Energy shall be allowed, subject to certain limitations, in excess of
the indemnification otherwise permissible under California law. Sempra Energy
maintains liability insurance and is also insured against loss for which it may
be required or permitted by law to indemnify its directors and officers for
their related acts.

              The directors and officers of Sempra Energy are covered by
insurance policies indemnifying them against certain liabilities, including
certain liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), which might be incurred by them in such capacities and
against which they cannot be indemnified by Sempra Energy.

              Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

Item 7.       Exemption from Registration Claimed.

              Not applicable.

Item 8.       Exhibits.

              The following exhibits are filed as part of this Registration
Statement:

              3.1     Amended and Restated Articles of Incorporation of the
                      Registrant (Incorporated by reference to the Registrant's
                      Registration Statement on Form S-3 dated April 29, 1998,
                      File No. 333-51309).

              3.2     Bylaws of the Registrant (filed herewith).

              4.1     Sempra Energy 1998 Long Term Incentive Plan.



<PAGE>


                                        5

              4.2     Sempra Energy 1998 Non-Employee Directors' Stock Plan.

              4.3     Enova Corporation 1986 Long-Term Incentive Plan (amended
                      and restated as the Sempra Energy 1986 Long-Term Incentive
                      Plan).

              4.4     Pacific Lighting Corporation Stock Incentive Plan (amended
                      and restated as the Sempra Energy Stock Incentive Plan).

              4.5     Pacific Enterprises Employee Stock Option Plan (amended
                      and restated as the Sempra Energy Employee Stock Option
                      Plan).

              5.1     Opinion of Shearman & Sterling.

              23.1    Consent of Independent Auditors for Pacific Enterprises.

              23.2    Consent of Independent Auditors for Enova Corporation.

              23.3    Consent of Shearman & Sterling (included in Exhibit 5.1).

              24.1    Powers of Attorney (included on signature page).

Item 9.       Undertakings.

              (a)          The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
              being made, a post-effective amendment to this Registration
              Statement to include any material information with respect to the
              plan of distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement;

                  (2) That, for the purpose of determining any liability under
              the Securities Act, each such post-effective amendment shall be
              deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities at
              that time shall be deemed to be the initial bona fide offering
              thereof, and

                  (3) To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.

              (b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the


<PAGE>


                                        6

Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

              (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>


                                        7

                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California on the 5th day of
June, 1998.

                                             SEMPRA ENERGY



                                             By:     /s/ Richard D. Farman
                                                 -------------------------------
                                                 Name:  Richard D. Farman
                                                 Title: Chairman and Chief
                                                        Executive Officer



              Each of the undersigned whose signature appears below hereby
constitutes and appoints John R. Light, Gary W. Kyle and Kevin C. Sagara, and
each of them acting alone, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement and any and all related registration statements necessary to register
additional securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.



<PAGE>


                                        8

              Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on June 5, 1998.


         Signature                                      Title
         ---------                                      -----


     /s/ Richard D. Farman                       Chairman and Chief
-------------------------------                  Executive Officer
Richard D. Farman                                (principal executive officer
                                                 and director)



     /s/ Stephen L. Baum                         Vice Chairman, President
-------------------------------                  And Chief Operating
Stephen L. Baum                                  Officer (Director)




     /s/ Neal E. Schmale                         Executive Vice President
-------------------------------                  and Chief Financial Officer
Neal E. Schmale                                  (principal financial officer)




     /s/ Frank H. Ault                           Vice President and
-------------------------------                  Controller
Frank H. Ault




     /s/ Hyla H. Bertea                          Director
-------------------------------
Hyla H. Bertea



<PAGE>


                                        9



     /s/ Herbert L. Carter                       Director
-------------------------------
Herbert L. Carter


     /s/ Richard A. Collato                      Director
-------------------------------
Richard A. Collato


     /s/ Daniel W. Derbes                        Director
-------------------------------
Daniel W. Derbes




     /s/ Wilford D. Godbold, Jr.                 Director
-------------------------------
Wilford D. Godbold, Jr.




     /s/ Robert H. Goldsmith                     Director
-------------------------------
Robert H. Goldsmith




     /s/ William D. Jones                        Director
-------------------------------
William D. Jones




     /s/ Ignacio E. Lozano, Jr.                  Director
-------------------------------
Ignacio E. Lozano, Jr.





<PAGE>


                                       10




     /s/ Ralph R. Ocampo                         Director
-------------------------------
Ralph R. Ocampo




     /s/ William G. Ouchi                        Director
-------------------------------
William G. Ouchi




     /s/ Richard J. Stegemeier                   Director
-------------------------------
Richard J. Stegemeier




     /s/ Thomas C. Stickel                       Director
-------------------------------
Thomas C. Stickel




     /s/ Diana L. Walker                         Director
-------------------------------
Diana L. Walker










<PAGE>


                                       11

                                  Exhibit Index



                                                                     Sequential
Exhibit                                                              Page
No.           Description of Document                                Number

3.1           Amended and Restated Articles of Incorporation of
              the Registrant (Incorporated by reference to the
              Registrant's Registration Statement on Form S-3
              dated April 29, 1998, File No. 333-51309).

3.2           Bylaws of the Registrant (filed herewith).

4.1           Sempra Energy 1998 Long Term Incentive Plan.

4.2           Sempra Energy 1998 Non-Employee Directors'
              Stock Plan.

4.3           Enova Corporation 1986 Long-Term Incentive Plan
              (amended and restated as the Sempra Energy 1986
              Long-Term Incentive Plan).

4.4           Pacific Lighting Corporation Stock Incentive Plan
              (amended and restated as the Sempra Energy Stock
              Incentive Plan).

4.5           Pacific Enterprises Employee Stock Option Plan
              (amended and restated as the Sempra Energy
              Employee Stock Option Plan).

5.1           Opinion of Shearman & Sterling.

23.1          Consent of Independent Auditors for Pacific
              Enterprises.

23.2          Consent of Independent Auditors for Enova
              Corporation.

23.3          Consent of Shearman & Sterling (included in
              Exhibit 5.1).

24.1          Powers of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 - REGISTRATION STATEMENT", "secsgml_size_bytes": 22752}]
{"company-data": {"conformed-name": "MINERAL ENERGY CO", "cik": "0001032208", "assigned-sic": "4932", "irs-number": "330732627", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56161", "film-number": "98643192"}, "business-address": {"street1": "101ASH STREET", "street2": "P O BOX 129400", "city": "SAN DIEGO", "state": "CA", "zip": "92112-9400", "phone": "6192397700"}, "mail-address": {"street1": "101 ASH STREET", "street2": "P O BOX 129400", "city": "SAN DIEGO", "state": "CA", "zip": "92112-9400"}, "former-company": {"former-conformed-name": "MINERAL ENERGY CO", "date-changed": "19970205"}}
As filed with the Securities and Exchange Commission on June 5, 1998
                                                  Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------
                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                   ----------

                                  SEMPRA ENERGY
             (Exact name of Registrant as specified in its charter)

           California                                     33-0643023
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                     Identification Number)

                   101 Ash Street, San Diego, California 92101
                                 (619) 696-2000
          (Address and telephone number of Principal Executive Offices)

  Sempra Energy 1998 Long Term Incentive Plan; Sempra Energy 1998 Non-Employee
      Directors' Stock Plan; Sempra Energy Trading Retirement Savings Plan;
    Sempra Energy Savings Plan; Pacific Enterprises Retirement Savings Plan;
            Southern California Gas Company Retirement Savings Plan;
                Enova Corporation 1986 Long-Term Incentive Plan;
                  San Diego Gas & Electric Company Savings Plan;
               Pacific Lighting Corporation Stock Incentive Plan;
                 Pacific Enterprises Employee Stock Option Plan
                           (Full titles of the Plans)
                                   ----------

                               John R. Light, Esq.
                                  SEMPRA ENERGY
                   101 Ash Street, San Diego, California 92101
                                 (619) 696-2000
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
          Title of                    Amount              Proposed Maximum        Proposed Maximum         Amount of
      Securities to be                to be              Offering Price Per           Aggregate          Registration
         Registered                 Registered                 Share               Offering Price             Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, no                  64,000,000(1)              $26.44(2)             $1,692,160,000         $499,187.20
par value
========================================================================================================================
(1)  Represents the aggregate number of shares of Sempra Energy common stock, no
par value (the "Sempra Energy Common Stock") offered pursuant to each of the
plans set forth above. With respect to the shares of Sempra Energy Common Stock
offered pursuant to plans of Enova Corporation and Pacific Enterprises, assumes
that the shares of common stock, no par value, of Enova Corporation are each
converted into one share of Sempra Energy Common Stock and shares of common
stock, no par value, of Pacific Enterprises are each converted into 1.5038
shares of Sempra Energy Common Stock, in each case pursuant to the terms of the
pending business combination of Pacific Enterprises and Enova Corporation.

(2)  Estimated solely for the purpose of calculating the registration fee. Such
estimate is calculated pursuant to Rules 457(c), 457(f)(1) and 457(h)(1) under
the Securities Act of 1933, as amended (the "Securities Act"), based on the
average of the high and low price of shares of common stock of Enova Corporation
on the New York Stock Exchange on June 3, 1998, which high and low prices were
$26.625 and $26.25, respectively.
Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*

------------

*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933, as amended
         (hereinafter, the "Securities Act"), and the "Note" to Part I of Form
         S-8.
2

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents are incorporated by reference in this
Registration Statement.

                  (a) Registration Statement of Mineral Energy Corporation (now
         "Sempra Energy") on Form S-4, dated February 5, 1997, File No.
         333-21229.

                  (b) Annual Report of Enova Corporation ("Enova") on Form 10-K,
         as amended, for the year ended December 31, 1997, File No. 1-11439.

                  (c) Current Reports of Enova on Form 8-K, dated March 9, 1998
         and March 23, 1998, File No. 1-11439.

                  (d) Annual Report of Pacific Enterprises ("Pacific") on Form
         10-K for the year ended December 31, 1997, File No. 1-40.

                  (e) Current Reports of Pacific on Form 8-K, dated January 27,
         1998, February 24, 1998, March 13, 1998, and March 27, 1998, File No.
         1-40.

                  (f) Quarterly Report of Enova on Form 10-Q, for the quarter
         ended March 31, 1998, File No. 1-11439.

                  (g) Quarterly Report of Pacific on Form 10-Q, for the quarter
         ended March 31, 1998, File No. 1-40.

         All documents subsequently filed by Sempra Energy (the "Company" or
"Registrant") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of such
documents.

         Any statement contained in a document incorporated or deemed
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
3

Item 4.  Description of Securities.

         The holders of the Company Common Stock will be entitled to receive
such dividends as the Company Board of Directors may from time to time declare,
subject to any rights of holders of outstanding shares of Company Preferred
Stock. Shareholders of Pacific and Enova entitled to receive Company Common
Stock will, subject to any applicable escheat law, be entitled to dividends
declared after the completion of the business combination regardless of when
certificates representing Pacific Common Stock or Enova Common Stock, as the
case may be, are exchanged.

         Except as otherwise provided by law, each holder of Company Common
Stock will be entitled to one vote per share on each matter submitted to a vote
at a meeting of shareholders, subject to any class or series voting rights of
holders of Company Preferred Stock. Under the Company's Articles of
Incorporation, the Company Board of Directors will be classified into three
classes each consisting of, as nearly as may be possible, one-third of the total
number of directors constituting the entire Company Board. The holders of
Company Common Stock will not be entitled to cumulate votes for the election of
directors.

         In the event of any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, the holders of shares of Company
Common Stock, subject to any rights of the holders of outstanding shares of
Company Preferred Stock, will be entitled to receive any remaining assets of the
Company after the discharge of its liabilities.

         Holders of Company Common Stock will not be entitled to preemptive
rights to subscribe for or purchase any part of any new or additional issue of
stock or securities convertible into stock. The Company Common Stock does not
contain any redemption provisions or conversion rights and is not liable to
assessment or further call. The shares of Company Common Stock to be issued in
the business combination, when so issued, will be fully paid and nonassessable.

         The Board of Directors of the Company has adopted a Preferred Share
Purchase Rights Plan providing that one preferred share purchase right (the
"Rights") will be attached to each share of Company Common Stock. Each Right
will entitle the registered holder thereof, after the Rights become exercisable
and until May 31, 2008 (or the earlier redemption, exchange or termination of
the Rights), to purchase from the Company 1/100th of a share of Series A Junior
Participating Preferred Stock, no par value, subject to certain anti-dilution
adjustments.
4

Item 5.       Interests of Named Experts and Counsel.

              Not applicable.

Item 6.       Indemnification of Directors and Officers.

              Section 317 of the Corporations Code of the State of California
permits a corporation to provide indemnification to its directors and officers
under certain circumstances. The Sempra Energy Articles of Incorporation and
Bylaws eliminate the liability of directors for monetary damages to the fullest
extent permissible under California law and provide that indemnification for
liability for monetary damages incurred by directors, officers and other agents
of Sempra Energy shall be allowed, subject to certain limitations, in excess of
the indemnification otherwise permissible under California law. Sempra Energy
maintains liability insurance and is also insured against loss for which it may
be required or permitted by law to indemnify its directors and officers for
their related acts.

              The directors and officers of Sempra Energy are covered by
insurance policies indemnifying them against certain liabilities, including
certain liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), which might be incurred by them in such capacities and
against which they cannot be indemnified by Sempra Energy.

              Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

Item 7.       Exemption from Registration Claimed.

              Not applicable.

Item 8.       Exhibits.

              The following exhibits are filed as part of this Registration
Statement:

              3.1     Amended and Restated Articles of Incorporation of the
                      Registrant (Incorporated by reference to the Registrant's
                      Registration Statement on Form S-3 dated April 29, 1998,
                      File No. 333-51309).

              3.2     Bylaws of the Registrant (filed herewith).

              4.1     Sempra Energy 1998 Long Term Incentive Plan.
5

              4.2     Sempra Energy 1998 Non-Employee Directors' Stock Plan.

              4.3     Enova Corporation 1986 Long-Term Incentive Plan (amended
                      and restated as the Sempra Energy 1986 Long-Term Incentive
                      Plan).

              4.4     Pacific Lighting Corporation Stock Incentive Plan (amended
                      and restated as the Sempra Energy Stock Incentive Plan).

              4.5     Pacific Enterprises Employee Stock Option Plan (amended
                      and restated as the Sempra Energy Employee Stock Option
                      Plan).

              5.1     Opinion of Shearman & Sterling.

              23.1    Consent of Independent Auditors for Pacific Enterprises.

              23.2    Consent of Independent Auditors for Enova Corporation.

              23.3    Consent of Shearman & Sterling (included in Exhibit 5.1).

              24.1    Powers of Attorney (included on signature page).

Item 9.       Undertakings.

              (a)          The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
              being made, a post-effective amendment to this Registration
              Statement to include any material information with respect to the
              plan of distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement;

                  (2) That, for the purpose of determining any liability under
              the Securities Act, each such post-effective amendment shall be
              deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities at
              that time shall be deemed to be the initial bona fide offering
              thereof, and

                  (3) To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.

              (b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the
6

Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

              (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
7

                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California on the 5th day of
June, 1998.

                                             SEMPRA ENERGY

                                             By:     /s/ Richard D. Farman
                                                 -------------------------------
                                                 Name:  Richard D. Farman
                                                 Title: Chairman and Chief
                                                        Executive Officer

              Each of the undersigned whose signature appears below hereby
constitutes and appoints John R. Light, Gary W. Kyle and Kevin C. Sagara, and
each of them acting alone, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement and any and all related registration statements necessary to register
additional securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
8

              Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on June 5, 1998.

         Signature                                      Title
         ---------                                      -----

     /s/ Richard D. Farman                       Chairman and Chief
-------------------------------                  Executive Officer
Richard D. Farman                                (principal executive officer
                                                 and director)

     /s/ Stephen L. Baum                         Vice Chairman, President
-------------------------------                  And Chief Operating
Stephen L. Baum                                  Officer (Director)

     /s/ Neal E. Schmale                         Executive Vice President
-------------------------------                  and Chief Financial Officer
Neal E. Schmale                                  (principal financial officer)

     /s/ Frank H. Ault                           Vice President and
-------------------------------                  Controller
Frank H. Ault

     /s/ Hyla H. Bertea                          Director
-------------------------------
Hyla H. Bertea
9

     /s/ Herbert L. Carter                       Director
-------------------------------
Herbert L. Carter

     /s/ Richard A. Collato                      Director
-------------------------------
Richard A. Collato

     /s/ Daniel W. Derbes                        Director
-------------------------------
Daniel W. Derbes

     /s/ Wilford D. Godbold, Jr.                 Director
-------------------------------
Wilford D. Godbold, Jr.

     /s/ Robert H. Goldsmith                     Director
-------------------------------
Robert H. Goldsmith

     /s/ William D. Jones                        Director
-------------------------------
William D. Jones

     /s/ Ignacio E. Lozano, Jr.                  Director
-------------------------------
Ignacio E. Lozano, Jr.
10

     /s/ Ralph R. Ocampo                         Director
-------------------------------
Ralph R. Ocampo

     /s/ William G. Ouchi                        Director
-------------------------------
William G. Ouchi

     /s/ Richard J. Stegemeier                   Director
-------------------------------
Richard J. Stegemeier

     /s/ Thomas C. Stickel                       Director
-------------------------------
Thomas C. Stickel

     /s/ Diana L. Walker                         Director
-------------------------------
Diana L. Walker
11

                                  Exhibit Index

                                                                     Sequential
Exhibit                                                              Page
No.           Description of Document                                Number

3.1           Amended and Restated Articles of Incorporation of
              the Registrant (Incorporated by reference to the
              Registrant's Registration Statement on Form S-3
              dated April 29, 1998, File No. 333-51309).

3.2           Bylaws of the Registrant (filed herewith).

4.1           Sempra Energy 1998 Long Term Incentive Plan.

4.2           Sempra Energy 1998 Non-Employee Directors'
              Stock Plan.

4.3           Enova Corporation 1986 Long-Term Incentive Plan
              (amended and restated as the Sempra Energy 1986
              Long-Term Incentive Plan).

4.4           Pacific Lighting Corporation Stock Incentive Plan
              (amended and restated as the Sempra Energy Stock
              Incentive Plan).

4.5           Pacific Enterprises Employee Stock Option Plan
              (amended and restated as the Sempra Energy
              Employee Stock Option Plan).

5.1           Opinion of Shearman & Sterling.

23.1          Consent of Independent Auditors for Pacific
              Enterprises.

23.2          Consent of Independent Auditors for Enova
              Corporation.

23.3          Consent of Shearman & Sterling (included in
              Exhibit 5.1).

24.1          Powers of Attorney (included on signature page).