As filed with the Securities and Exchange Commission on November 28, 2000

                                      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                                          33-0732627
(State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)           Identification Number)

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


                          101 Ash Street
                    San Diego, California 92101
                          (619) 696-2034
(Address of principal executive offices, Zip Code, and telephone number)

                           SEMPRA ENERGY
     CONSOLIDATED UNREGULATED BUSINESSES LONG TERM INCENTIVE PLAN
                      (Full title of the plan)
                        -------------------


                                                   Copies to:
JOHN R. LIGHT, ESQ.                         BARRY M. CLARKSON, ESQ.
Sempra Energy                                      Latham & Watkins
101 Ash Street                           701 "B" Street, Suite 2100
San Diego, California 92101             San Diego, California 92101
(619) 696-2034                                       (619) 236-1234
(Name, address including zip code,
and telephone number, including
area code, of agent for service)


                    CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------
                                                   Proposed
                                     Proposed       Maximum
Title of Each         Amount          Maximum      Aggregate  Amount of
Class of Securities    To Be         Offering       Offering Registration
to be Registered    Registered(1) Price Per Share   Price(2)    Fee
------------------------------------------------------------------------
Stock Appreciation
Units                 1,500,000     $119.90(2)   $179,850,000  $47,481
------------------------------------------------------------------------

(1) A maximum of 1,500,000 Units were reserved for issuance under the
Sempra Energy Consolidated Unregulated Businesses Long Term Incentive
Plan (the "Plan"). All Units reserved for issuance under the Plan are
being registered hereunder.

(2) Estimated in accordance with Rule 457(h) solely for purposes of
computing the registration fee for securities for which the offering
price cannot be presently determined and for which there is no market
for the securities to be offered. The Proposed Maximum Offering Price
is $119.90 per Unit, which is based on the estimated book value of a
Unit as of September 30, 2000, the latest practicable date.
------------------------------------------------------------------------


                              Part I
Item 1.  Plan Information.

Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

Not required to be filed with this Registration Statement.

                             Part II

Item 3.  Incorporation of Documents by Reference

     The SEC allows us to "incorporate by reference" information into
this Registration Statement, which means that we can disclose
important information to you by referring you to another document
filed separately with the SEC. The information incorporated by
reference is deemed to be part of this Registration Statement, except
for any information superseded by information subsequently filed and
incorporated by reference in this Registration Statement. This
Registration Statement incorporates by reference the documents set
forth below that we have previously filed with the SEC. These
documents contain important information about our companies and their
finances.

-- Annual Report on Form 10-K of Sempra Energy for the year ended
December 31, 1999, filed with the SEC on March 29, 2000;

-- Quarterly Report on Form 10-Q of Sempra Energy for the quarter
ended March 31, 2000, filed with the SEC on May 5, 2000;

-- Quarterly Report on Form 10-Q of Sempra Energy for the quarter
ended June 30, 2000, filed with the SEC on August 14, 2000;

-- Quarterly Report on Form 10-Q of Sempra Energy for the quarter
ended September 30, 2000, filed with the SEC on November 13, 2000;

-- Current Report on Form 8-K of Sempra Energy filed with the SEC on
January 28, 2000 and Amendment No. 1 thereto filed on Form 8-K/A with
the SEC on February 8, 2000;

-- Current Report on Form 8-K of Sempra Energy filed with the SEC on
February 18, 2000;

-- Current Report on Form 8-K of Sempra Energy filed with the SEC on
February 22, 2000;

-- Current Report on Form 8-K of Sempra Energy filed with the SEC on
March 9, 2000;

-- Current Report on Form 8-K of Sempra Energy filed with the SEC on
March 30, 2000;

-- Current Report on From 8-K of Sempra Energy filed with the SEC on
April 28, 2000;

-- Current Report on Form 8-K of Sempra Energy filed with the SEC on
August 2, 2000; and

-- Current Report on Form 8-K of Sempra Energy filed with the SEC on
October 27, 2000.

     We are also incorporating by reference all additional documents
that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), between the date of this Registration Statement and
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold, which shall be deemed to be incorporated by
reference in this Registration Statement and to be a part of it from
the respective dates of filing of those documents.

     If you are a shareholder, we may have sent you some of the
documents incorporated by reference, but you can obtain any of them
through us or the SEC. Documents incorporated by reference are
available from us without charge, excluding all exhibits unless we
have specifically incorporated by reference an exhibit in this
Registration Statement. Plan participants may obtain documents
incorporated by reference in this Registration Statement by requesting
them in writing or by telephone from us at the following address:

  Sempra Energy
  Attn:  Secretary
  101 Ash Street
  San Diego, California  92101
  Telephone:  (877) SEMPRA7

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

Item 4.  Description of Securities

     The securities being registered are unsecured obligations of
Sempra Energy to pay cash to the holder of the securities upon the
exercise thereof. The securities are based upon hypothetical units of
beneficial ownership interest in a group of certain unregulated
corporate subsidiaries and businesses of Sempra Energy ("Units") to be
issued under The Sempra Energy Consolidated Unregulated Businesses Long
Term Incentive Plan (the "Plan"). Awards of Units will be subject to
individual unit award agreements. A committee constituted under the
Plan will have sole discretion in deciding when awards of Units will be
granted, to whom they will be granted, and how many Units will be
awarded to each participant. Any officer or other employee of Sempra
Energy or any affiliate, other than a regulated utility, will be
eligible to be granted an award of Units under the Plan.

     The term of each award will be eight years from the date of grant,
unless a lesser term is determined by the committee and set forth in
the participant's unit award agreement. The term of the award may
expire earlier in connection with the participant's termination of
employment, death, disability, retirement or upon the occurrence of a
change in control. To the extent not exercised, awards will become null
and void upon expiration or termination.

     All outstanding awards that have not expired or terminated will
vest on the third anniversary of the date of grant, unless otherwise
provided in the participant's unit award agreement. Awards and Units
granted under the Plan and the rights and privileges conferred thereby
may not be transferred, assigned, pledged, or hypothecated in any
manner other than by will or by similar process. If a participant
attempts to transfer, assign, pledge or hypothecate any awards or
Units, the awards or Units will terminate and become null and void.

     In consideration for the granting of an award under the Plan, a
participant must agree to remain in our employ (or the employ of any of
our unregulated corporate subsidiaries or businesses) for at least one
year. However, nothing in the Plan confers on any participant the right
to remain in the employ of Sempra Energy or an affiliate. Sempra Energy
and its affiliates retain the right to discharge any participant at any
time for any reason whatsoever, with or without cause.

     A participant may exercise any or all of the vested portion of an
award solely during a specified exercise period, and before the
expiration or termination of the award, by delivery to the committee of
written notice of the number of Units to be exercised. The exercise
period is the 60-day period following the committee's approval of the
annual or more frequent valuation of the Units. An award shall not be
exercisable, however, until the fair value of the companies covered by
the Units as determined by the committee in accordance with the rules
under the Plan is greater than zero as of the most recent valuation.
Upon exercise, each exercised Unit will entitle the participant to
receive from us a cash payment in an amount equal to the excess, if
any, of the fair market value of a Unit on the date we receive notice
of the exercise, over the fair market value of the Unit on the date it
was awarded. The fair market value of a Unit will be determined, in
accordance with the rules and regulations of the Plan, by the
committee.

     Subject to the terms and conditions and within the limitations of
the Plan, the committee may modify or amend outstanding awards granted
under the Plan. However, modification or amendment of an outstanding
award may not, without the consent of the participant, alter, impair or
diminish any of the participant's rights under the award. The committee
will act by a majority of its members in attendance at a meeting at
which a quorum is present or by a memorandum or other written
instrument signed by all members of the committee.

     No participant in the Plan will have any rights or privileges of a
shareholder.

     The Board of Directors may at any time suspend, amend or terminate
the Plan. No award may be granted after termination, or during any
suspension of the Plan. No amendment or termination of the Plan will,
without the consent of the participant, alter or impair any awards or
obligations under any award previously granted under the Plan. The Plan
will automatically terminate on December 31, 2004. At the discretion of
the Board of Directors, all outstanding awards will terminate in
conjunction with the termination of the Plan. If the Board decides to
terminate the Plan, the awards outstanding will be deemed to be fully
vested immediately before the termination and will automatically be
exercised for payment. All payments in connection with such termination
must be completed within 30 days or as soon as practicable following a
special valuation with respect to such termination.

     Our obligations under the Plan and any awards granted pursuant to
the Plan will be unfunded and unsecured. All amounts payable under the
Plan will be paid from the general assets of Sempra Energy. We will
have no obligation to establish any fund or to set aside any assets to
provide benefits under the Plan.

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 Amended and
Restated 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. In
addition, Sempra Energy has entered into indemnification agreements with
its directors and officers which generally provide for indemnification of
the officers and directors to the fullest extent permitted under
California law. We maintain liability insurance and we are insured
against loss for which we may be required or permitted by law to
indemnify our directors and officers for their related acts.

     Our directors and officers 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 (the "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 the Registration Statement:

   5.1   Opinion of Latham & Watkins.
   23.1  Independent Auditors' Consent.
   23.2  Consent of Latham & Watkins. Reference is made to Exhibit 5.1.
   24.1  Powers of Attorney (included in 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:

         (i) To include any prospectus required by Section
         10(a)(3) of the Securities Act;

         (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the Registration
         Statement (or the most recent post-effective amendment
         thereof) which, individually or in the aggregate, represent a
         fundamental change in the information set forth in this
         Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the
         total dollar value of securities offered would not exceed
         that which was registered) and any deviation from the low or
         high end of the estimated maximum offering range may be
         reflected in the form of prospectus filed with the Commission
         pursuant to Rule 424(b) if, in the aggregate, the changes in
         volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the
         "Calculation of Registration Fee" table in the effective
         Registration Statement;

         (iii) To include any material information with respect
         to the plan of distribution not previously disclosed in this
         Registration Statement or any material change to such
         information in this Registration Statement;

 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
 apply if the Registration Statement is on Form S-3, Form S-8 or
 Form F-3, and the information required to be included in a post-
 effective amendment by those paragraphs is contained in periodic
 reports filed with or furnished to the Commission by the Registrant
 pursuant to Section 13 or 15(d) of the Exchange Act that are
 incorporated by reference 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.

     (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 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 (and, where applicable, each filing of an employee benefit
 plan's annual report pursuant to Section 15(d) of the Exchange Act) that
 is incorporated by reference in the 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
 Commission such indemnification is against public policy as expressed in
 the 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 Act and will be governed by the final
 adjudication of such issue.


                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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, County
of San Diego, State of California, on this 28th day of November, 2000.

                                   SEMPRA ENERGY

                                By:  /s/ STEPHEN L. BAUM
                                   ------------------------
                                     Stephen L. Baum
                                     Chairman, Chief Executive Officer
                                     and President


                          POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stephen L. Baum, Neal
E. Schmale and John R. Light and each of them, as 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, exhibits thereto and other documents in connection
therewith) and supplements to this Registration Statement, and any
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 attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, 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
agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                         Title                    Date
-------------------------------------------------------------------

/s/ STEPHEN L. BAUM            Chairman, Chief        November 28, 2000
-------------------            Executive Officer,
Stephen L. Baum                President and Director

/s/ NEAL E. SCHMALE            Executive Vice         November 28, 2000
-------------------            President and Chief
Neal E. Schmale                Financial Officer

/s/ FRANK H. AULT              Vice President         November 28, 2000
-------------------            and Controller
Frank H. Ault

/s/ HYLA H. BERTEA             Director               November 28, 2000
-------------------
Hyla H. Bertea

/s/ ANN L. BURR                Director               November 28, 2000
-------------------
Ann L. Burr

/s/ HERBERT L. CARTER          Director               November 28, 2000
-------------------
Herbert L. Carter

/s/ RICHARD A. COLLATO         Director               November 28, 2000
-------------------
Richard A. Collato

/s/ DANIEL W. DERBES           Director               November 28, 2000
-------------------
Daniel W. Derbes

/s/ WILFORD D. GODBOLD, JR.    Director               November 28, 2000
-------------------
Wilford D. Godbold, Jr.

/s/ WILLIAM D. JONES           Director               November 28, 2000
-------------------
William D. Jones

/s/ RALPH R. OCAMPO            Director               November 28, 2000
-------------------
Ralph R. Ocampo

/s/ WILLIAM G. OUCHI           Director               November 28, 2000
-------------------
William G. Ouchi

/s/ RICHARD J. STEGEMEIER      Director               November 28, 2000
-------------------
Richard J. Stegemeier

/s/ THOMAS C. STICKEL          Director               November 28, 2000
-------------------
Thomas C. Stickel

                               Director               November   , 2000
-------------------
Diana L. Walker


                          EXHIBIT INDEX

EXHIBIT
-------

 5.1     Opinion of Latham & Watkins.
 23.1    Independent Auditors' Consent.
 23.2    Consent of Latham & Watkins. Reference is made to Exhibit 5.1.
 24.1    Powers of Attorney (included in signature page).
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{"company-data": {"conformed-name": "SEMPRA ENERGY", "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": "333-50806", "film-number": "777965"}, "business-address": {"street1": "101 ASH STREET", "street2": "P O BOX 129400", "city": "SAN DIEGO", "state": "CA", "zip": "92101", "phone": "6196962000"}, "mail-address": {"street1": "101 ASH STREET", "street2": "P O BOX 129400", "city": "SAN DIEGO", "state": "CA", "zip": "92101"}, "former-company": {"former-conformed-name": "MINERAL ENERGY CO", "date-changed": "19970205"}}
As filed with the Securities and Exchange Commission on November 28, 2000

                                      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                                          33-0732627
(State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)           Identification Number)

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

                          101 Ash Street
                    San Diego, California 92101
                          (619) 696-2034
(Address of principal executive offices, Zip Code, and telephone number)

                           SEMPRA ENERGY
     CONSOLIDATED UNREGULATED BUSINESSES LONG TERM INCENTIVE PLAN
                      (Full title of the plan)
                        -------------------

                                                   Copies to:
JOHN R. LIGHT, ESQ.                         BARRY M. CLARKSON, ESQ.
Sempra Energy                                      Latham & Watkins
101 Ash Street                           701 "B" Street, Suite 2100
San Diego, California 92101             San Diego, California 92101
(619) 696-2034                                       (619) 236-1234
(Name, address including zip code,
and telephone number, including
area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------
                                                   Proposed
                                     Proposed       Maximum
Title of Each         Amount          Maximum      Aggregate  Amount of
Class of Securities    To Be         Offering       Offering Registration
to be Registered    Registered(1) Price Per Share   Price(2)    Fee
------------------------------------------------------------------------
Stock Appreciation
Units                 1,500,000     $119.90(2)   $179,850,000  $47,481
------------------------------------------------------------------------

(1) A maximum of 1,500,000 Units were reserved for issuance under the
Sempra Energy Consolidated Unregulated Businesses Long Term Incentive
Plan (the "Plan"). All Units reserved for issuance under the Plan are
being registered hereunder.

(2) Estimated in accordance with Rule 457(h) solely for purposes of
computing the registration fee for securities for which the offering
price cannot be presently determined and for which there is no market
for the securities to be offered. The Proposed Maximum Offering Price
is $119.90 per Unit, which is based on the estimated book value of a
Unit as of September 30, 2000, the latest practicable date.
------------------------------------------------------------------------

                              Part I
Item 1.  Plan Information.

Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

Not required to be filed with this Registration Statement.

                             Part II

Item 3.  Incorporation of Documents by Reference

     The SEC allows us to "incorporate by reference" information into
this Registration Statement, which means that we can disclose
important information to you by referring you to another document
filed separately with the SEC. The information incorporated by
reference is deemed to be part of this Registration Statement, except
for any information superseded by information subsequently filed and
incorporated by reference in this Registration Statement. This
Registration Statement incorporates by reference the documents set
forth below that we have previously filed with the SEC. These
documents contain important information about our companies and their
finances.

-- Annual Report on Form 10-K of Sempra Energy for the year ended
December 31, 1999, filed with the SEC on March 29, 2000;

-- Quarterly Report on Form 10-Q of Sempra Energy for the quarter
ended March 31, 2000, filed with the SEC on May 5, 2000;

-- Quarterly Report on Form 10-Q of Sempra Energy for the quarter
ended June 30, 2000, filed with the SEC on August 14, 2000;

-- Quarterly Report on Form 10-Q of Sempra Energy for the quarter
ended September 30, 2000, filed with the SEC on November 13, 2000;

-- Current Report on Form 8-K of Sempra Energy filed with the SEC on
January 28, 2000 and Amendment No. 1 thereto filed on Form 8-K/A with
the SEC on February 8, 2000;

-- Current Report on Form 8-K of Sempra Energy filed with the SEC on
February 18, 2000;

-- Current Report on Form 8-K of Sempra Energy filed with the SEC on
February 22, 2000;

-- Current Report on Form 8-K of Sempra Energy filed with the SEC on
March 9, 2000;

-- Current Report on Form 8-K of Sempra Energy filed with the SEC on
March 30, 2000;

-- Current Report on From 8-K of Sempra Energy filed with the SEC on
April 28, 2000;

-- Current Report on Form 8-K of Sempra Energy filed with the SEC on
August 2, 2000; and

-- Current Report on Form 8-K of Sempra Energy filed with the SEC on
October 27, 2000.

     We are also incorporating by reference all additional documents
that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), between the date of this Registration Statement and
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold, which shall be deemed to be incorporated by
reference in this Registration Statement and to be a part of it from
the respective dates of filing of those documents.

     If you are a shareholder, we may have sent you some of the
documents incorporated by reference, but you can obtain any of them
through us or the SEC. Documents incorporated by reference are
available from us without charge, excluding all exhibits unless we
have specifically incorporated by reference an exhibit in this
Registration Statement. Plan participants may obtain documents
incorporated by reference in this Registration Statement by requesting
them in writing or by telephone from us at the following address:

  Sempra Energy
  Attn:  Secretary
  101 Ash Street
  San Diego, California  92101
  Telephone:  (877) SEMPRA7

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

Item 4.  Description of Securities

     The securities being registered are unsecured obligations of
Sempra Energy to pay cash to the holder of the securities upon the
exercise thereof. The securities are based upon hypothetical units of
beneficial ownership interest in a group of certain unregulated
corporate subsidiaries and businesses of Sempra Energy ("Units") to be
issued under The Sempra Energy Consolidated Unregulated Businesses Long
Term Incentive Plan (the "Plan"). Awards of Units will be subject to
individual unit award agreements. A committee constituted under the
Plan will have sole discretion in deciding when awards of Units will be
granted, to whom they will be granted, and how many Units will be
awarded to each participant. Any officer or other employee of Sempra
Energy or any affiliate, other than a regulated utility, will be
eligible to be granted an award of Units under the Plan.

     The term of each award will be eight years from the date of grant,
unless a lesser term is determined by the committee and set forth in
the participant's unit award agreement. The term of the award may
expire earlier in connection with the participant's termination of
employment, death, disability, retirement or upon the occurrence of a
change in control. To the extent not exercised, awards will become null
and void upon expiration or termination.

     All outstanding awards that have not expired or terminated will
vest on the third anniversary of the date of grant, unless otherwise
provided in the participant's unit award agreement. Awards and Units
granted under the Plan and the rights and privileges conferred thereby
may not be transferred, assigned, pledged, or hypothecated in any
manner other than by will or by similar process. If a participant
attempts to transfer, assign, pledge or hypothecate any awards or
Units, the awards or Units will terminate and become null and void.

     In consideration for the granting of an award under the Plan, a
participant must agree to remain in our employ (or the employ of any of
our unregulated corporate subsidiaries or businesses) for at least one
year. However, nothing in the Plan confers on any participant the right
to remain in the employ of Sempra Energy or an affiliate. Sempra Energy
and its affiliates retain the right to discharge any participant at any
time for any reason whatsoever, with or without cause.

     A participant may exercise any or all of the vested portion of an
award solely during a specified exercise period, and before the
expiration or termination of the award, by delivery to the committee of
written notice of the number of Units to be exercised. The exercise
period is the 60-day period following the committee's approval of the
annual or more frequent valuation of the Units. An award shall not be
exercisable, however, until the fair value of the companies covered by
the Units as determined by the committee in accordance with the rules
under the Plan is greater than zero as of the most recent valuation.
Upon exercise, each exercised Unit will entitle the participant to
receive from us a cash payment in an amount equal to the excess, if
any, of the fair market value of a Unit on the date we receive notice
of the exercise, over the fair market value of the Unit on the date it
was awarded. The fair market value of a Unit will be determined, in
accordance with the rules and regulations of the Plan, by the
committee.

     Subject to the terms and conditions and within the limitations of
the Plan, the committee may modify or amend outstanding awards granted
under the Plan. However, modification or amendment of an outstanding
award may not, without the consent of the participant, alter, impair or
diminish any of the participant's rights under the award. The committee
will act by a majority of its members in attendance at a meeting at
which a quorum is present or by a memorandum or other written
instrument signed by all members of the committee.

     No participant in the Plan will have any rights or privileges of a
shareholder.

     The Board of Directors may at any time suspend, amend or terminate
the Plan. No award may be granted after termination, or during any
suspension of the Plan. No amendment or termination of the Plan will,
without the consent of the participant, alter or impair any awards or
obligations under any award previously granted under the Plan. The Plan
will automatically terminate on December 31, 2004. At the discretion of
the Board of Directors, all outstanding awards will terminate in
conjunction with the termination of the Plan. If the Board decides to
terminate the Plan, the awards outstanding will be deemed to be fully
vested immediately before the termination and will automatically be
exercised for payment. All payments in connection with such termination
must be completed within 30 days or as soon as practicable following a
special valuation with respect to such termination.

     Our obligations under the Plan and any awards granted pursuant to
the Plan will be unfunded and unsecured. All amounts payable under the
Plan will be paid from the general assets of Sempra Energy. We will
have no obligation to establish any fund or to set aside any assets to
provide benefits under the Plan.

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 Amended and
Restated 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. In
addition, Sempra Energy has entered into indemnification agreements with
its directors and officers which generally provide for indemnification of
the officers and directors to the fullest extent permitted under
California law. We maintain liability insurance and we are insured
against loss for which we may be required or permitted by law to
indemnify our directors and officers for their related acts.

     Our directors and officers 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 (the "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 the Registration Statement:

   5.1   Opinion of Latham & Watkins.
   23.1  Independent Auditors' Consent.
   23.2  Consent of Latham & Watkins. Reference is made to Exhibit 5.1.
   24.1  Powers of Attorney (included in 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:

         (i) To include any prospectus required by Section
         10(a)(3) of the Securities Act;

         (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the Registration
         Statement (or the most recent post-effective amendment
         thereof) which, individually or in the aggregate, represent a
         fundamental change in the information set forth in this
         Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the
         total dollar value of securities offered would not exceed
         that which was registered) and any deviation from the low or
         high end of the estimated maximum offering range may be
         reflected in the form of prospectus filed with the Commission
         pursuant to Rule 424(b) if, in the aggregate, the changes in
         volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the
         "Calculation of Registration Fee" table in the effective
         Registration Statement;

         (iii) To include any material information with respect
         to the plan of distribution not previously disclosed in this
         Registration Statement or any material change to such
         information in this Registration Statement;

 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
 apply if the Registration Statement is on Form S-3, Form S-8 or
 Form F-3, and the information required to be included in a post-
 effective amendment by those paragraphs is contained in periodic
 reports filed with or furnished to the Commission by the Registrant
 pursuant to Section 13 or 15(d) of the Exchange Act that are
 incorporated by reference 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.

     (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 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 (and, where applicable, each filing of an employee benefit
 plan's annual report pursuant to Section 15(d) of the Exchange Act) that
 is incorporated by reference in the 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
 Commission such indemnification is against public policy as expressed in
 the 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 Act and will be governed by the final
 adjudication of such issue.

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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, County
of San Diego, State of California, on this 28th day of November, 2000.

                                   SEMPRA ENERGY

                                By:  /s/ STEPHEN L. BAUM
                                   ------------------------
                                     Stephen L. Baum
                                     Chairman, Chief Executive Officer
                                     and President

                          POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stephen L. Baum, Neal
E. Schmale and John R. Light and each of them, as 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, exhibits thereto and other documents in connection
therewith) and supplements to this Registration Statement, and any
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 attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, 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
agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                         Title                    Date
-------------------------------------------------------------------

/s/ STEPHEN L. BAUM            Chairman, Chief        November 28, 2000
-------------------            Executive Officer,
Stephen L. Baum                President and Director

/s/ NEAL E. SCHMALE            Executive Vice         November 28, 2000
-------------------            President and Chief
Neal E. Schmale                Financial Officer

/s/ FRANK H. AULT              Vice President         November 28, 2000
-------------------            and Controller
Frank H. Ault

/s/ HYLA H. BERTEA             Director               November 28, 2000
-------------------
Hyla H. Bertea

/s/ ANN L. BURR                Director               November 28, 2000
-------------------
Ann L. Burr

/s/ HERBERT L. CARTER          Director               November 28, 2000
-------------------
Herbert L. Carter

/s/ RICHARD A. COLLATO         Director               November 28, 2000
-------------------
Richard A. Collato

/s/ DANIEL W. DERBES           Director               November 28, 2000
-------------------
Daniel W. Derbes

/s/ WILFORD D. GODBOLD, JR.    Director               November 28, 2000
-------------------
Wilford D. Godbold, Jr.

/s/ WILLIAM D. JONES           Director               November 28, 2000
-------------------
William D. Jones

/s/ RALPH R. OCAMPO            Director               November 28, 2000
-------------------
Ralph R. Ocampo

/s/ WILLIAM G. OUCHI           Director               November 28, 2000
-------------------
William G. Ouchi

/s/ RICHARD J. STEGEMEIER      Director               November 28, 2000
-------------------
Richard J. Stegemeier

/s/ THOMAS C. STICKEL          Director               November 28, 2000
-------------------
Thomas C. Stickel

                               Director               November   , 2000
-------------------
Diana L. Walker

                          EXHIBIT INDEX

EXHIBIT
-------

 5.1     Opinion of Latham & Watkins.
 23.1    Independent Auditors' Consent.
 23.2    Consent of Latham & Watkins. Reference is made to Exhibit 5.1.
 24.1    Powers of Attorney (included in signature page).