SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-A/A
                                 AMENDMENT NO. 1


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         PENNSYLVANIA ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)


                 Pennsylvania                           23-1920170
            (State of incorporation)       (I.R.S. Employer Identification No.)

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


Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class                   Name of each exchange on which
      to be so registered:                  each class is to be registered:

      Rights to Purchase                         New York Stock Exchange
      Common Stock

Securities to be registered pursuant to Section 12(g) of the Act :

                                      None

                                (Title of Class)








Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED.

Pennsylvania   Enterprises,   Inc.  (the   "Company")  and  Chemical  Bank  (now
ChaseMellon  Shareholder Services,  L.L.C.) (the "Rights Agent") entered into an
Amendment to Rights Agreement dated as of June 4, 1999 (the "Amendment to Rights
Agreement")  amending the Rights Agreement (the "Rights  Agreement") between the
Company and the Rights  Agent,  dated as of April 26,  1995,  in order to, among
other  things,  provide  that (i) neither  Southern  Union  Company,  a Delaware
corporation  ("Southern"),  nor any of its  affiliates  will become an Acquiring
Person (as defined in the Rights  Agreement) as a result of the execution of the
Agreement  of Merger  dated as of June 7, 1999  between the Company and Southern
(the "Merger  Agreement") or the consummation of the  transactions  contemplated
thereby  (including  mergers between  Southern and subsidiaries of the Company),
(ii) Section 13(e) of the Rights  Agreement  shall not apply to the execution of
the Merger Agreement,  and (iii) the Rights (as defined in the Rights Agreement)
will cease to be exercisable upon the effectiveness of the Merger.

         A copy of the  Amendment  to Rights  Agreement  is  attached  hereto as
Exhibit 1 and is incorporated herein by reference.  The foregoing description of
the  Amendment  to Rights  Agreement  does not  purport  to be  complete  and is
qualified in its entirety by reference to the Amendment to Rights Agreement.

ITEM 2.  EXHIBITS

             1.       Amendment to Rights  Agreement,  dated as of June 4, 1999,
                      between Pennsylvania  Enterprises,  Inc. and Chemical Bank
                      (now ChaseMellon Shareholder Services,  L.L.C.), as Rights
                      Agent.


                                    SIGNATURE


         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  as amended,  the  registrant  has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized.


Dated as of:  June 9, 1999

                                             PENNSYLVANIA ENTERPRISES, INC.


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





                                INDEX OF EXHIBITS


Exhibit No.   Description

       1      Amendment to Rights Agreement, dated as of June 4, 1999, between
              Pennsylvania Enterprises, Inc. and Chemical Bank (now ChaseMellon
              Shareholder Services, L.L.C.), as Rights Agent.