SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                      Form 11-K

                    Annual Report Pursuant to Section 15(d) of the
                    Securities Exchange Act of 1934 (Fee Required)
                     For the fiscal year ended December 31, 1997


                             Commission File Number 1-40

A.   Full title of the Plans and the address of the Plans, if different from
     that of the issuer named below:  Pacific Enterprises and Southern
     California Gas Company Retirement Savings Plans.

B.   Name of issuer of the securities held pursuant to the Plans and the address
     of its principal executive office: Pacific Enterprises, 555 West 5th
     Street, Suite 2900, Los Angeles, California 90013-1011.


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                         PACIFIC ENTERPRISES AND SOUTHERN CALIFORNIA GAS
                         COMPANY RETIREMENT SAVINGS PLANS

                         COMBINED FINANCIAL STATEMENTS AND
                         INDEPENDENT AUDITORS' REPORT FOR THE
                         YEARS ENDED DECEMBER 31, 1997 AND 1996



PACIFIC ENTERPRISES AND SOUTHERN CALIFORNIA GAS COMPANY RETIREMENT SAVINGS PLANS

TABLE OF CONTENTS
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                                                                          PAGE


INDEPENDENT AUDITORS' REPORT                                                 1



COMBINED FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996 AND
  FOR THE YEARS THEN ENDED:

  Statements of Net Assets Available for Plan Benefits                       2

  Statements of Changes in Net Assets Available for Plan Benefits            3

  Notes to Combined Financial Statements                                    4-11




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                                     [LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

Pacific Enterprises and Southern California Gas Company Retirement Savings
Plans:

We have audited, by Plan and in total, the accompanying combined statements of
net assets available for plan benefits of the Retirement Savings Plans of
Pacific Enterprises and Southern California Gas Company (the "Plans") as of
December 31, 1997 and 1996, and the related combined statements of changes in
net assets available for plan benefits for the years then ended.  These combined
financial statements are the responsibility of the Plans' management.  Our
responsibility is to express an opinion on these combined financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the combined financial statements referred to above present
fairly, by Plan and in total, in all material respects, the combined net assets
available for plan benefits of the Plans as of December 31, 1997 and 1996, and
the combined changes in net assets available for plan benefits for the years
then ended in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

June 5, 1998



PACIFIC ENTERPRISES AND SOUTHERN CALIFORNIA GAS COMPANY
RETIREMENT SAVINGS PLANS


COMBINED STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 AND 1996 (Dollars in Thousands)
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1997 1996 -------------------------------------- --------------------------------------- SOUTHERN SOUTHERN CALIFORNIA CALIFORNIA PACIFIC GAS PACIFIC GAS ENTERPRISES COMPANY TOTAL ENTERPRISES COMPANY TOTAL INVESTMENTS: Investment in Master Trust $ 51,147 $ 501,954 $ 553,101 $ 38,502 $ 398,405 $ 436,907 Participant loans 831 14,219 15,050 738 9,927 10,665 Cash 8 28 36 7 52 59 --------- ---------- ---------- --------- ---------- ---------- Total investments 51,986 516,201 568,187 39,247 408,384 447,631 --------- ---------- ---------- --------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 51,986 $ 516,201 $ 568,187 $ 39,247 $ 408,384 $ 447,631 --------- ---------- ---------- --------- ---------- ---------- --------- ---------- ---------- --------- ---------- ----------
See notes to combined financial statements. -2- PACIFIC ENTERPRISES AND SOUTHERN CALIFORNIA GAS COMPANY RETIREMENT SAVINGS PLANS COMBINED STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEARS ENDED DECEMBER 31, 1997 AND 1996 (DOLLARS IN THOUSANDS)
1997 1996 -------------------------------------- --------------------------------------- SOUTHERN SOUTHERN CALIFORNIA CALIFORNIA PACIFIC GAS PACIFIC GAS ENTERPRISES COMPANY TOTAL ENTERPRISES COMPANY TOTAL ADDITIONS: Investment income: Equity in net investment income of the Master Trust $ 10,219 $ 109,054 $ 119,273 $ 5,126 $ 64,404 $ 69,530 Net (depreciation) appreciation in fair value of investments (927) (19,779) (20,706) Interest and dividends 286 4,128 4,414 --------- ---------- ---------- -------- --------- --------- Total investment income 10,219 109,054 119,273 4,485 48,753 53,238 --------- ---------- ---------- -------- --------- --------- Contributions: Employer 955 7,231 8,186 869 7,017 7,886 Employee 2,799 19,294 22,093 2,371 18,429 20,800 --------- ---------- ---------- -------- --------- --------- Total contributions 3,754 26,525 30,279 3,240 25,446 28,686 --------- ---------- ---------- -------- --------- --------- Litigation settlement 2 2 4 46 5 51 --------- ---------- ---------- -------- --------- --------- Total additions 13,975 135,581 149,556 7,771 74,204 81,975 --------- ---------- ---------- -------- --------- --------- DEDUCTIONS: Distributions to employees, retirees or their beneficiaries (2,151) (26,576) (28,727) (3,401) (28,348) (31,749) Investment fees (17) (256) (273) (12) (162) (174) Other (66) 59 (7) --------- ---------- ---------- -------- --------- --------- Total deductions (2,168) (26,832) (29,000) (3,479) (28,451) (31,930) --------- ---------- ---------- -------- --------- --------- INTERPLAN TRANSFERS 932 (932) 2,134 (2,134) --------- ---------- ---------- -------- --------- --------- NET INCREASE 12,739 107,817 120,556 6,426 43,619 50,045 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of year 39,247 408,384 447,631 32,821 364,765 397,586 --------- ---------- ---------- -------- --------- --------- End of year $ 51,986 $ 516,201 $ 568,187 $ 39,247 $ 408,384 $ 447,631 --------- ---------- ---------- -------- --------- --------- --------- ---------- ---------- -------- --------- ---------
See notes to combined financial statements. -3- PACIFIC ENTERPRISES AND SOUTHERN CALIFORNIA GAS COMPANY RETIREMENT SAVINGS PLANS NOTES TO COMBINED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1997 AND 1996 1. PLANS DESCRIPTION AND RELATED INFORMATION The following description of the Retirement Savings Plans of Pacific Enterprises and Southern California Gas Company (the "Plans") is provided for general information purposes only. Participants should refer to the Plans' documents for a more complete description of the Plans' provisions. GENERAL - The Plans are defined contribution plans that provide employees of Pacific Enterprises and Southern California Gas Company or any affiliate who has adopted these Plans (the "Companies" or "Employers") with retirement benefits to supplement benefits provided under the Companies' defined benefit pension plans. Employees may participate after one year in which they complete 1,000 hours of service and may make regular savings investments in Pacific Enterprises, parent company of Southern California Gas Company, common stock and other optional investments permitted by the Plans. The Plans were adopted on October 1, 1964, to allow eligible employees to supplement their retirement needs. The Plans also permit employees to defer part of their earnings on a pre-tax basis. ADMINISTRATION - Certain administrative functions are performed by officers or employees of the Companies. No such officer or employee receives compensation from the Plans. Administrative expenses were paid directly by the Companies for the three months ended March 31, 1996. Effective April 1, 1996, certain administrative expenses are passed through to employees by the Plans. CONTRIBUTIONS - Contributions to the Plans can be made under the following provisions: SALARY DEFERRAL (PRE-TAX AND AFTER-TAX) CONTRIBUTIONS - Pursuant to Section 401(a) of the Internal Revenue Code (the "Code"), each participant may contribute, on a pre-tax basis, up to 9% of base pay. Additional after-tax contributions may be made up to a total contribution (before and after-tax) of 14% of each participant's base pay. Total individual pre-tax contributions in calendar years 1997 and 1996 were limited by law to $9,500 in each year. EMPLOYER NONELECTIVE MATCHING CONTRIBUTION - The Companies make contributions to the Plans equal to 50% of each participant's contribution, up to the first 6%. The Companies' contributions are invested in Pacific Enterprises common stock. Beginning October 1, 1992, employer contributions have been funded in part from the Pacific Enterprises Stock Ownership Plan and Trust ("ESOP"). PARTICIPANT ACCOUNTS - Separate accounts are maintained for each participant. Each participant employee is credited with the participant's contributions and an allocation of the Employers' nonelective matching contribution, as well as an allocation of investment earnings of the Plans and fees. Allocations are based on participants' contributions or account balances, as defined. VESTING - All participant accounts are fully vested and nonforfeitable at all times. -4- INVESTMENT OPTIONS - Beginning April 1, 1996, all investments are held in a Master Trust (see Note 7). Employees elect to have their contributions invested in increments of 10% in the following funds within the Master Trust: the Pacific Enterprises Common Stock Fund and the following funds offered by T. Rowe Price, trustee of the Plans: the Blended Stable Value Fund, Personal Strategy Funds (Income, Balanced, and Growth), International Stock Fund, New Horizons Fund, New Income Fund, Prime Reserve Fund, and Equity Index Fund. Prior to April 1, 1996, employees elected to have their contributions invested in increments of 10% in the following funds: Pacific Enterprises Common Stock, Guaranteed Interest Contracts, Money Market (Fidelity Daily Income Trust), Balanced (Phoenix Balanced Fund) and Diversified (Mellon Stock Index). BENEFIT PAYMENTS - Payments are recorded when paid. PLAN TERMINATION - Although they have not expressed any intent to do so, the Companies have the right under the Plans to discontinue their contributions at any time and to terminate the Plans subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING - The Plans maintain their combined financial statements on the accrual basis of accounting. USE OF ESTIMATES - The preparation of combined financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets and disclosures at the date of the combined financial statements and the reported changes in net assets during the reporting period. Actual results could differ from those estimates. INVESTMENT VALUATION AND INCOME RECOGNITION - The Plans' investments are stated at fair value based on quoted market prices. Pacific Enterprises common stock is valued at its quoted market price of $37.625 and $30.375 at December 31, 1997 and 1996, respectively. Effective April 1, 1996, the Plans are valued daily. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. BENEFITS PAYABLE - Net assets available for plan benefits at December 31, 1997 and 1996 include $249,597 and $194,410, respectively, for participants who have withdrawn from the Plans but have not yet been paid their vested benefits. 3. INVESTMENTS The Plans' investments were held by T. Rowe Price for the year ended December 31, 1997 and the nine months ended December 31, 1996 and by Bankers Trust Company of California, N.A., for the three months ended March 31, 1996. -5- Investments that represent 5% of the Plans' net assets are identified below.
December 31, --------------------- 1997 1996 (Dollars in Thousands) Investment in Master Trust (Note 7) $ 553,101 $ 436,907
4. TAX STATUS On January 16, 1996 and November 19, 1996, the Internal Revenue Service issued the Pacific Enterprises Plan and Southern California Gas Company Plan, respectively, favorable determination letters stating that each of the Plans is designed in accordance with the applicable sections of the Internal Revenue Code (the "IRC"), and the underlying trust is therefore exempt from taxation under Section 501(a) of the IRC. Once qualified, each Plan is required to operate in accordance with applicable sections of the IRC and ERISA. The Plans' administrator and the Plans' tax counsel believe that each Plan is designed and currently being operated in compliance with the applicable requirements of the IRC. 5. SHAREHOLDERS' LAWSUIT Relative to a settlement of a shareholders' lawsuit in which the Plans were claimants, the Plans received settlement funds in 1997 and 1996. 6. PARTICIPANT LOANS Effective April 1, 1996, the Plans were amended to allow participants to borrow against the balance in their individual accounts within the Plans. A participant is limited to borrowing a maximum of 50% of the present value of his or her account balance or $50,000, whichever is less. The minimum amount that can be borrowed is $1,000, and the fee charged for processing each loan is paid by each participant who takes out a loan. All loans have a maximum repayment period of five years. The interest rate charged is based on 1% above the prime rate as published monthly in the Wall Street Journal, and the rate is fixed for the life of the loan. 7. INVESTMENTS IN THE MASTER TRUST The Plans' assets are held in a trust account at T. Rowe Price, trustee of the Plans, and consist of an interest in the Pacific Enterprises Retirement Savings Plan and the Southern California Gas Company Retirement Savings Plan Master Trust (the "Master Trust"). Use of the Master Trust permits the commingling of the trust assets of the Companies' benefit plans for investment and administrative purposes. The Pacific Enterprises Plan and Southern California Gas Company Plan have an approximate 9% and 91% interest, respectively, in the net assets available for plan benefits of the Master Trust at December 31, 1997. Net earnings of the Master Trust are allocated daily by T. Rowe Price to each participating account balance. Net earnings include interest income, dividend income and net appreciation (depreciation) of investments. Benefit payments, contributions, and expenses are made on a specific identification basis. -6- The net assets available for plan benefits of the Master Trust at December 31, 1997 and 1996 are summarized as follows (dollars in thousands):
Investments at Fair Value: 1997 1996 ------------------------- Pacific Enterprises common stock $ 373,038 $ 299,346 Equity Index Fund 99,830 71,473 Personal Strategy Balance Fund 26,862 22,176 Blended Stable Value Fund 25,614 26,354 Prime Reserve Fund 9,485 9,181 New Horizons Fund 7,668 4,334 International Stock Fund 3,382 1,833 Personal Strategy Income Fund 1,535 524 Personal Strategy Growth Fund 4,326 1,122 New Income Fund 1,361 564 ---------- ---------- Net assets available for plan benefits $ 553,101 $ 436,907 ---------- ---------- ---------- ----------
-7- The changes in net assets available for plan benefits of the Master Trust for the year ended December 31, 1997 are summarized as follows by fund (dollars in thousands):
PACIFIC BLENDED ENTERPRISES STABLE PERSONAL PERSONAL PERSONAL COMMON VALUE STRATEGY STRATEGY STRATEGY TOTAL STOCK FUND INCOME BALANCED GROWTH ADDITIONS: Investment income: Net appreciation in fair value of investments $ 96,985 $ 71,986 $ 54 $ 2,626 $ 347 Interest and dividends 22,288 15,650 $ 1,632 81 1,426 128 --------- --------- -------- ------- -------- ------- Total investment income (loss) 119,273 87,636 1,632 135 4,052 475 --------- --------- -------- ------- -------- ------- Contributions: Employer 8,186 8,186 Employee 22,093 8,898 1,875 184 1,948 502 --------- --------- -------- ------- -------- ------- Total contributions 30,279 17,084 1,875 184 1,948 502 --------- --------- -------- ------- -------- ------- Litigation settlement 4 2 --------- --------- -------- ------- -------- ------- Total additions 149,556 104,720 3,509 319 6,000 977 --------- --------- -------- ------- -------- ------- DEDUCTIONS: Distributions to employees, retirees or their beneficiaries (28,367) (18,108) (1,854) (43) (1,106) (123) Investment fees (273) (242) (6) (4) (1) Net loans to participants made during the year (4,746) (3,557) (215) (19) (236) 12 --------- --------- -------- ------- -------- ------- Total deductions (33,386) (21,907) (2,075) (62) (1,346) (112) Interfund and interplan transfers (to) from Southern California Gas Co. and Pacific Enterprises Retirement Savings Plans 24 (9,121) (2,174) 754 32 2,339 --------- --------- -------- ------- -------- ------- NET INCREASE (DECREASE) 116,194 73,692 (740) 1,011 4,686 3,204 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of year 436,907 299,346 26,354 524 22,176 1,122 --------- --------- -------- ------- -------- ------- End of year $ 553,101 $ 373,038 $ 25,614 $ 1,535 $ 26,862 $ 4,326 --------- --------- -------- ------- -------- ------- --------- --------- -------- ------- -------- ------- INTERNATIONAL NEW NEW PRIME EQUITY STOCK HORIZONS INCOME RESERVE INDEX FUND FUND FUND FUND FUND ADDITIONS: Investment income: Net appreciation in fair value of investments $ (207) $ 321 $ 26 $ 21,832 Interest and dividends 201 228 76 $ 498 2,368 --------- -------- ------- ------- -------- Total investment income (loss) (6) 549 102 498 24,200 --------- -------- ------- ------- -------- Contributions: Employer Employee 607 1,219 138 594 6,128 --------- -------- ------- ------- -------- Total contributions 607 1,219 138 594 6,128 --------- -------- ------- ------- -------- Litigation settlement 2 --------- -------- ------- ------- -------- Total additions 601 1,768 240 1,094 30,328 --------- -------- ------- ------- -------- DEDUCTIONS: Distributions to employees, retirees or their beneficiaries (282) (216) (66) (1,157) (5,412) Investment fees (1) (1) (3) (15) Net loans to participants made during the year 8 42 1 (113) (669) --------- -------- ------- ------- -------- Total deductions (275) (175) (65) (1,273) (6,096) Interfund and interplan transfers (to) from Southern California Gas Co. and Pacific Enterprises Retirement Savings Plans 1,223 1,741 622 483 4,125 --------- -------- ------- ------- -------- NET INCREASE (DECREASE) 1,549 3,334 797 304 28,357 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of year 1,833 4,334 564 9,181 71,473 --------- -------- ------- ------- -------- End of year $ 3,382 $ 7,668 $ 1,361 $ 9,485 $ 99,830 --------- -------- ------- ------- -------- --------- -------- ------- ------- --------
-8- 8. ADDITIONAL BY-FUND INFORMATION The changes in net assets available for plan benefits of the Master Trust for the nine months ended December 31, 1996 are summarized as follows by fund (dollars in thousands):
PACIFIC BLENDED PERSONAL ENTERPRISES STABLE STRATEGY COMMON VALUE INCOME TOTAL STOCK FUND FUND ADDITIONS: Investment income: Net appreciation (depreciation) in fair value of investments $ 53,094 $ 44,450 $ (3) Interest and dividends 16,436 11,274 $ 1,224 30 --------- --------- -------- ----- Total investment income 69,530 55,724 1,224 27 --------- --------- -------- ----- Contributions: Employer 5,834 5,834 Employee 15,498 6,327 1,742 68 --------- --------- -------- ----- Total contributions 21,332 12,161 1,742 68 --------- --------- -------- ----- Transfer from former trustee 369,477 250,222 26,593 Litigation settlement 8 --------- --------- -------- ----- Total additions 460,347 318,107 29,559 95 --------- --------- -------- ----- DEDUCTIONS: Distributions to employees, retirees or their beneficiaries (12,549) (8,063) (976) (1) Investment fees (174) (123) (13) Net loans to participants made during the period (10,665) (7,299) (885) (4) --------- --------- -------- ----- Total deductions (23,388) (15,485) (1,874) (5) --------- --------- -------- ----- Interfund and interplan transfers (to) from Southern California Gas Co. and Pacific Enterprises Retirement Savings Plans (52) (3,276) (1,331) 434 --------- --------- -------- ----- NET INCREASE 436,907 299,346 26,354 524 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of period --------- --------- -------- ----- End of period $ 436,907 $ 299,346 $ 26,354 $ 524 --------- --------- -------- ----- --------- --------- -------- ----- PERSONAL PERSONAL STRATEGY STRATEGY INTERNATIONAL NEW BALANCED GROWTH STOCK HORIZONS FUND FUND FUND FUND ADDITIONS: Investment income: Net appreciation (depreciation) in fair value of investments $ 1,162 $ (21) $ 41 $ (255) Interest and dividends 1,089 83 51 403 ------- ----- ---- ------ Total investment income 2,251 62 92 148 ------- ----- ---- ------ Contributions: Employer Employee 1,588 150 198 515 ------- ----- ---- ------ Total contributions 1,588 150 198 515 ------- ----- ---- ------ Transfer from former trustee 21,144 Litigation settlement ------- ----- ---- ------ Total additions 24,983 212 290 663 ------- ----- ---- ------ DEDUCTIONS: Distributions to employees, retirees or their beneficiaries (654) (49) (57) Investment fees (8) (1) Net loans to participants made during the period (485) (5) (22) (43) ------- ----- ---- ------ Total deductions (1,147) (5) (71) (101) ------- ----- ---- ------ Interfund and interplan transfers (to) from Southern California Gas Co. and Pacific Enterprises Retirement Savings Plans (1,660) 915 1,614 3,772 ------- ----- ---- ------ NET INCREASE 22,176 1,122 1,833 4,334 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of period ------- ----- ---- ------ End of period $ 22,176 $ 1,122 $ 1,833 $ 4,334 ------- ----- ---- ------ ------- ----- ---- ------ NEW PRIME EQUITY INCOME RESERVE INDEX FUND FUND FUND ADDITIONS: Investment income: Net appreciation (depreciation) in fair value of investments $ 4 $ 7,716 Interest and dividends 13 $ 358 1,911 ------- ----- ------- Total investment income 17 358 9,627 ------- ----- ------- Contributions: Employer Employee 68 542 4,300 ------- ----- ------- Total contributions 68 542 4,300 ------- ----- ------- Transfer from former trustee 8,908 62,610 Litigation settlement 8 ------- ----- ------- Total additions 85 9,816 76,537 ------- ----- ------- DEDUCTIONS: Distributions to employees, retirees or their beneficiaries (66) (762) (1,921) Investment fees (5) (24) Net loans to participants made during the period (7) (290) (1,625) ------- ----- ------- Total deductions (73) (1,057) (3,570) ------- ----- ------- Interfund and interplan transfers (to) from Southern California Gas Co. and Pacific Enterprises Retirement Savings Plans 552 422 (1,494) ------- ----- ------- NET INCREASE 564 9,181 71,473 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of period ------- ----- ------- End of period $ 564 $ 9,181 $ 71,473 ------- ----- ------- ------- ----- -------
-9- The following presents by-fund information for the three months ended March 31, 1996 prior to the commingling of assets in the Master Trust (dollars in thousands): Changes in net assets available for plan benefits for the three months ended March 31, 1996:
PACIFIC ENTERPRISES GUARANTEED COMMON INTEREST GOVERNMENT TOTAL STOCK CONTRACTS OBLIGATIONS ADDITIONS: Investment income: Net (depreciation) appreciation in fair value of investments $ (20,706) $ (23,686) Interest and dividends 4,414 3,409 $ 367 $ 6 --------- --------- ------ ---- Total investment (loss) income (16,292) (20,277) 367 6 --------- --------- ------ ---- Contributions: Employer 2,052 2,052 Employee 5,302 2,297 684 --------- --------- ------ Total contributions 7,354 4,349 684 --------- --------- ------ Litigation settlement 43 --------- --------- ------ ---- Total additions (8,895) (15,928) 1,051 6 --------- --------- ------ ---- DEDUCTIONS: Distributions to employees, retirees or their beneficiaries (19,200) (12,023) (1,782) (21) Other (7) (1,205) (1,503) (1) --------- --------- ------ ---- Total deductions (19,207) (13,228) (3,285) (22) --------- --------- ------ ---- Transfer to successor trustee (369,477) (250,221) (26,593) (395) --------- --------- ------ ---- NET (DECREASE) INCREASE (397,579) (279,377) (28,827) (411) NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of period 397,586 279,377 28,827 411 --------- --------- ------ ---- End of period $ 7 $ - $ - $ - --------- --------- ------ ---- --------- --------- ------ ---- (P.E.O.C.) BT BALANCED MONEY CASH MARKET BALANCED DIVERSIFIED FUND ADDITIONS: Investment income: Net (depreciation) appreciation in fair value of investments $ 103 $ 2,877 Interest and dividends $ 109 173 349 $ 1 ------ ----- ------- ---- Total investment (loss) income 109 276 3,226 1 ------ ----- ------- ---- Contributions: Employer Employee 184 595 1,542 ------ ----- ------- Total contributions 184 595 1,542 ------ ----- ------- Litigation settlement 43 ------ ----- ------- ---- Total additions 293 871 4,768 44 ------ ----- ------- ---- DEDUCTIONS: Distributions to employees, retirees or their beneficiaries (782) (1,188) (3,367) (37) Other 425 542 1,735 ------ ----- ------- ---- Total deductions (357) (646) (1,632) (37) ------ ----- ------- ---- Transfer to successor trustee (8,514) (21,144) (62,610) ------ ----- ------- ---- NET (DECREASE) INCREASE (8,578) (20,919) (59,474) 7 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of period 8,578 20,919 59,474 - ------ ----- ------- ---- End of period $ - $ - $ - $ 7 ------ ----- ------- ---- ------ ----- ------- ----
-10- 9. MERGER AGREEMENT WITH ENOVA CORPORATION On October 14, 1996, Pacific Enterprises and Enova Corporation, the parent company of San Diego Gas and Electric Company, announced an agreement to a business combination in which they will each become a subsidiary of a new holding company named Sempra Energy. The proposed merger remains subject to approval by the Securities and Exchange Commission, which is expected during the summer of 1998. All other regulatory approvals have been received and the combination is expected to be effective after receiving final approval from the Securities and Exchange Commission. There are no changes planned with respect to the Southern California Gas Company Retirement Savings Plan as a result of the merger. It is expected that the Pacific Enterprises Retirement Savings Plan will eventually be succeeded by the new Sempra Energy Retirement Savings Plan; however, management is not able to estimate when this might occur. ****** -11- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plans' sponsors have duly caused this annual report to be signed on their behalf by the undersigned thereunto duly authorized. Pacific Enterprises Retirement Savings Plan Date: June 24, 1998 /s/ G. JOYCE ROWLAND -------------------------------- G. Joyce Rowland, Vice President Southern California Gas Company Retirement Savings Plan Date: June 24, 1998 /s/ G. JOYCE ROWLAND -------------------------------- G. Joyce Rowland, Vice President


                                                            EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statements No.
2-96782 and 33-26357 on Form S-8 of our reports relating to the Pacific
Enterprises and Southern California Gas Company Retirement Savings Plans dated
June 5, 1998 appearing in this Annual Report on Form 11-K of the Pacific
Enterprises and Southern California Gas Company Retirement Savings Plans for the
year ended December 31, 1997.

/s/ Deloitte & Touche LLP
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Los Angeles, California
June 25, 1998