PENNSYLVANIA ENTERPRISES INC
424B3, 1995-05-15
GAS & OTHER SERVICES COMBINED
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                                        Filed pursuant to Rule 424(b)(3)
                                        Registration Statement No. 33-53435

[LOGO]
PENNSYLVANIA
ENTERPRISES
INC.

WILKES-BARRE CENTER
39 PUBLIC SQUARE
WILKES-BARRE, PENNSYLVANIA 18711-0601
                                   
                                   This letter amends and supplements the
                                   prospectus dated July 27, 1994, relating to
                                   the Pennsylvania Enterprises, Inc. (the
                                   "Company") Customer Stock Purchase Plan (the
                                   "Plan").
                                   
                                   
                                   
                                   May 15, 1995



Dear Customer:
          
          Thank you for your interest in the Customer Stock Purchase Plan of
Pennsylvania Enterprises, Inc.  We recently announced the planned sale of our
water operations to Pennsylvania-American Water Company, a division of American
Water Works Company, Inc.  As a result of this transaction, our capital
requirements will be significantly reduced.  After carefully considering this
matter, we have concluded to suspend the Plan effective May 9, 1995.
          
          If circumstances change and if the Company determines that it is
desirable to reinstate the Plan, the Company will notify the eligible
participants accordingly.  Once again, thank you for your interest in
Pennsylvania Enterprises, Inc. and the Customer Stock Purchase Plan.
                                   
                                   Very truly yours,
                                   
                                   
                                   /s/ Dean T. Casaday
                                   ------------------------------------
                                   Dean T. Casaday
                                   President and Chief
                                   Executive Officer
<PAGE>
                                        Filed pursuant to Rule 424(b)(3)
                                        Registration Statement No. 33-53435

[LOGO]
PENNSYLVANIA
ENTERPRISES
INC.

WILKES-BARRE CENTER
39 PUBLIC SQUARE
WILKES-BARRE, PENNSYLVANIA 18711-0601
                                   
                                   This letter amends and supplements the
                                   prospectus dated July 27, 1994, relating to
                                   the Pennsylvania Enterprises, Inc. (the
                                   "Company") Customer Stock Purchase Plan (the
                                   "Plan").
                                   
                                   
                                   
                                   May 15, 1995



Dear Customer:
          
          Thank you for your past participation in the Customer Stock Purchase
Plan of Pennsylvania Enterprises, Inc.  We recently announced the planned sale
of our water operations to Pennsylvania-American Water Company, a division of
American Water Works Company, Inc.  As a result of this transaction, our
capital requirements will be significantly reduced.  After carefully
considering this matter, we have concluded to suspend the Plan effective May 9,
1995.
          
          If circumstances change and if the Company determines that it is
desirable to reinstate the Plan, the Company will notify the eligible
participants accordingly.  Once again, thank you for your past participation in
the Customer Stock Purchase Plan of Pennsylvania Enterprises, Inc.
                                   
                                   Very truly yours,
                                   
                                   
                                   /s/ Dean T. Casaday
                                   ------------------------------------
                                   Dean T. Casaday
                                   President and Chief
                                   Executive Officer



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