SEMPRA ENERGY
U-1/A, 1998-11-23
GAS & OTHER SERVICES COMBINED
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                             (As filed November 23, 1998)

                                                       File No. 70-9333

                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                      -----------------------------------------

                                      FORM U-1/A

                                   Amendment No. 2
                                          to
                           JOINT APPLICATION OR DECLARATION
                                      UNDER THE 
                      PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                   ------------------------------------------------

                   Sempra Energy                  Frontier Pacific, Inc.
                   101 Ash Street                 555 West Fifth Street, 
                   San Diego, California 92101    Suite 2900
                                                  Los Angeles, California 
                                                    90013-1001

                    (Names of companies filing this statement and
                      addresses of principal executive offices)
                  -------------------------------------------------

                                         None

                   (Name of top registered holding company parent)
                  -------------------------------------------------

                  Richard D. Farman          Stephen L. Baum
                  President and Chief        President and Chief 
                    Executive Officer          Executive Officer
                  Pacific Enterprises        Enova Corporation
                  555 West Fifth Street,     101 Ash Street
                  Suite 2900                 San Diego, California  92101
                  Los Angeles, California 
                    90013-1001

                     (Names and addresses of agents for service)

          The Commission is requested to send copies of all notices, orders
          and communications in connection with this Application or
          Declaration to:

                  Donald C. Liddell, Esq.         Richard M. Farmer, Esq.
                  David L. Huard, Esq.            Andrew F. MacDonald, Esq.
                  Pacific Enterprises             William C. Weeden
                  633 West Fifth Street,          Thelen Reid & Priest LLP
                  Suite 5200                      40 West 57th Street
                  Los Angeles, California 90071   New York, New York  10019


     <PAGE>

          The Application or Declaration heretofore filed in this
          proceeding, as amended by Amendment No. 1,  is hereby further
          amended as follows:

               1.   The first paragraph of Item 3.1 is hereby amended and
          restated in its entirety to read as follows:

          "3.1 General Overview of Applicable Statutory Provisions.
               ----------------------------------------------------

               Because Sempra is an exempt holding company, it will require
          approval of the SEC under Sections 9(a)(2) and 10 of the Act to
          acquire, directly or indirectly, 5% or more of the voting
          securities of Frontier, which will become a "gas-utility company"
          within the meaning of Section 2(a)(4) of the Act on or after the
          date on which it commences making residential and small
          commercial sales of gas.  Further, following the acquisition of
          10% or more of Frontier's voting securities, and the commencement
          by Frontier of residential and small commercial sales, Frontier
          will become a gas-utility subsidiary company of both Sempra and
          Frontier Pacific.  

               As indicated, Sempra and its subsidiary companies, as such,
          are exempt, by order, from all provisions of the Act, except
          Section 9(a)(2), pursuant to Section 3(a)(1).  Sempra requests
          the Commission to find that its current exemption will not be
          affected by reason of its indirect acquisition of the voting
          securities of Frontier.  In support of such request, Sempra
          states that (1) Sempra and each of its current public-utility
          subsidiaries (i.e., SoCalGas and SDG&E) are predominantly
          intrastate in character and carry on their public utility
          operations substantially in California, the state in which Sempra
          and each such subsidiary are incorporated, and will remain
          predominantly intrastate in character even after acquiring


                                      2
     <PAGE>


          Frontier,<FN 1> and (2) Sempra will not derive "any material part
          of its income" from Frontier.<FN 2>   

               Frontier Pacific, a North Carolina corporation, also
          requests an order of the Commission pursuant to Section 3(a)(1)
          of the Act granting it and each of its subsidiary companies, as
          such, an exemption from all provisions of the Act, except Section
          9(a)(2).  In support of such request, Frontier Pacific states
          that Frontier will be its sole public utility subsidiary and that
          the utility operations of Frontier are expected to be confined
          solely to North Carolina, the state in which both Frontier
          Pacific and Frontier are organized."  

               2.   The second paragraph of Item 3.3.B.2 ("Coordinated
          Operations of Gas Properties") is hereby amended and restated in
          its entirety to read as follows:

               "Sempra Trading also sells significant volumes of gas to
          SoCalGas and SDG&E and to their respective transportation-only
          customers,<FN 3> most of which it purchases in the San Juan and
          Permian Basins.  Since January 1, 1997, Sempra Trading (and its
          predecessor, AIG Trading Corp.) has sold approximately 22 million
          MMBtu of gas directly to SoCalGas, and several times that amount
          to transportation-only customers of SoCalGas.  In the six months


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

          1.    Virtually all (99%) of the Sempra system's net utility
          plant and utility customers are located in California, and less
          than 1% of its utility revenues are derived from sales of
          electricity and gas outside California.  Taking into account
          Frontier's projected net utility plant, customers and sales in
          North Carolina, the relevant percentages of Sempra's overall
          utility operations outside California would not increase
          meaningfully.


          2.    Under the Operating Agreement, Frontier Pacific will
          have a 50% economic interest in Frontier.  Based on current
          projections, the proportionate share of Frontier's income
          attributable to Sempra is expected to account for far less than
          1% of the consolidated income of Sempra on a pro forma basis.


          3.    In 1997, 65% of all gas delivered on the SoCalGas
          system was customer-owned.  SoCalgas only provides the
          transportation service for these customers.  Sempra Trading,
          which is based in San Diego, has aggressively pursued this market
          segment.


                                      3
     <PAGE>


          ended June 30, 1998, Sempra Trading sold approximately 110 MMBtu
          of gas to SDG&E.  Although these amounts account for only a small
          percentage of the total through-put on the SoCalGas system
          (approximately 930 million MMBtu on 1997) and of the total gas
          purchased by SDG&E for both gas distribution and electric
          generation (approximately 98 million MMBtu in 1997), they
          represent, in the aggregate, several times the estimated volumes
          of gas that will be required by Frontier when its system is fully
          developed (projected to be less than 4 million MMBtu in 2000). 
          In the future, Sempra Trading will be able to achieve substantial
          economies by coordinating gas purchases in the two supply basins
          to meet the combined requirements of its three public utility
          affiliates, as well as of its other customers.  Further, SoCalGas
          and SDG&E will continue to purchase significant volumes of gas
          from Sempra Trading to the extent that Sempra Trading is able to
          supply such gas at the lowest price then available to SoCalGas
          and SDG&E in the marketplace.

     

                                      4
     <PAGE>

                                      SIGNATURE

               Pursuant to the requirements of the Public Utility Holding
          Company Act of 1935, as amended, the undersigned companies have
          duly caused this statement filed herein to be signed on their
          behalf by the undersigned thereunto duly authorized.


                                        SEMPRA ENERGY

                                        By:  /s/ Warren I. Mitchell
                                             ----------------------
                                        Name:   Warren I. Mitchell
                                        Title:  Group President - Regulated
                                                  Business Units


                                        FRONTIER PACIFIC, INC.

                                        By:  /s/ Eric B. Nelson             
                                             ------------------
                                        Name:  Eric B. Nelson
                                        Title:  President


          Date:     November 23, 1998





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