PENNSYLVANIA ENTERPRISES INC
8-K, 1999-11-01
NATURAL GAS DISTRIBUTION
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of report (date of earliest event reported): October 29, 1999



                         Pennsylvania Enterprises, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Pennsylvania                0-7812                  23-1920170
- --------------------------------------------------------------------------------
(State or other jurisdiction   (Commission File   (IRS Employer Identification
 of incorporation)              Number)            No.)


One PEI Center, Wilkes-Barre, Pennsylvania                  18711-0601
- --------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code: (570) 829-8843

<PAGE>

Item 5.     OTHER EVENTS.

       Pennsylvania Enterprises, Inc. ("PEI") announced that effective
October 29, 1999, it will suspend a feature of its Dividend Reinvestment and
Stock Purchase Plan ("the Plan").

       Due to PEI's pending merger with Southern Union Company, PEI's agent
for the Plan, ChaseMellon Shareholder Services, will no longer be permitted
to sell shares for Plan participants.

Item 7.     EXHIBIT.

       20(a).  Pennsylvania Enterprises, Inc. press release dated October 29,
1999.

<PAGE>

                                  SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.




Dated:  November 1, 1999           PENNSYLVANIA ENTERPRISES, INC.


                                   By: /s/ John F. Kell, Jr.
                                       ---------------------------------------
                                       Name:  John F. Kell, Jr.
                                       Title: Vice President, Financial Services



                                EXHIBIT 20(A)

            PENNSYLVANIA ENTERPRISES, INC. SUSPENDS `PLAN' FEATURE

WILKES-BARRE, Pennsylvania, October 29, 1999.  Pennsylvania Enterprises, Inc.
(PEI) (NYSE:PNT) announced that effective today, it will suspend a feature of
its Dividend Reinvestment and Stock Purchase Plan ("the Plan").

Due to PEI's pending merger with Southern Union Company (NYSE:SUG), Austin,
TX, PEI's agent for the Plan, ChaseMellon Shareholder Services, will no
longer be permitted to sell shares for Plan participants.

PEI and Southern Union Company reached a definitive merger agreement on June
7.  PEI and Southern Union Company shareholders voted for the merger on
October 19.  All regulatory approvals, including that of the Pennsylvania
Public Utility Commission, have been received.

Southern Union Company is an international energy distribution company,
serving more than one million customers through:  three divisions - Southern
Union Gas, Missouri Gas Energy and Atlantic Utilities; SUPro Energy Company
and Atlantic Gas Corporation, its propane distribution subsidiaries; and its
equity ownership in a natural gas distribution company serving Piedras
Negras, Mexico.  In Texas, Southern Union Gas serves approximately 513,000
customers, including the cities of Austin, El Paso, Brownsville, Galveston
and Port Arthur.  Missouri Gas Energy serves approximately 484,000 customers
in western Missouri, including the cities of Kansas City, St. Joseph, Joplin
and Monett.  Visit Southern Union's web site at WWW.SOUTHERNUNIONCO.COM.

PEI is a holding company with regulated and nonregulated subsidiaries.  The
regulated group consists of PG Energy and its subsidiary, Honesdale Gas
Company, which together provide natural gas to approximately 152,000
customers in 13 counties in northeastern and central Pennsylvania.  The
nonregulated group consists of PEI Power Corporation, Theta Land Corporation
and PG Energy Services Inc. and its subsidiary, Keystone Pipeline Services,
Inc.  PG Energy Services markets energy and energy-related products and
services in Pennsylvania under the name PG Energy PowerPlus.  Visit PEI's web
site at WWW.PNT.COM.

This release and other reports and statements issued or made from time to
time by either company contain certain "forward-looking statements"
concerning projected future performance or expectations.  Both companies
caution that actual developments may differ materially from such projections
or expectations.



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