EXHIBIT 99.413

ENERGY PACIFIC/PACIFIC ENTERPRISE

    AUTHOR: Valerie Jones  04/17/97    REVISOR: Ed Smith  09/08/97 10:17 AM

COMMENT CATEGORY: Strategic, General

SUBJECT: Background

COMMENTS:
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Pacific Enterprises International (PEI) is the parent company of the Gas
Company which services 4.9 million customers in southern California in a
territory which overlaps both Edison's International (southern California
Edison) and the Dept of Water and Power (Los Angeles). PEI has recently
announced a merger with Enova, the parent company of San Diego Gas & Electric
(SDG&E), which has itself a separate customer base of some 1.1 million
customers bordering on PEI's service territory to the south. The existing CEO
of PEI will assume Chairman role for the combined companies.

PEI is also considering a strategic alliance with Duke/Louis Dreyfus (DLD) for
the purpose of addressing the national energy services market; and with LADWP
plus DLD for the purpose of specifically addressing the unbundled energy retail
market in Los Angeles and the remainder of California. In this context, the
combined alliance would be a direct competitor to Edison International
(southern California Edison).

Pacific Enterprise Int'l (PEI) have set a strategy to use their existing asset
investments in their Customer Services area to create a national service bureau
addressing energy retailing and the development of a "one stop shop" offering.

To this purpose, Warren Mitchell, the President of the Gas Company (and number
3 exec in the merged PEI-Enova company) and Dick Farham, Chairman of the merged
company have entered into discussions with DLD and DWP. The course of these
discussions have brought them into contact with the strategic efforts which PSC
have led the DWP through over the last several years. Warren sees these efforts
decidedly different than those of other "consultancies" and has expressed a
desire to explore the creation of a strategic relationship with PSC.

Elements of PSC's team are presently meeting with members of PEI's directorship
to determine the form and scope of these arrangements. Current thoughts have
PEI wishing to explore whether a "SBC-like" deal is possible. - Warren Mitchell
has requested whether members of PSC could host him and other members of his
team in Dallas the evening of either 7th or 8th April

At this early juncture, the strategic relationship with PSC is undefined but
could reasonably involve:

1. functional outsourcing of PEI's existing customer service centers plus their
recently developed customer information services system for the purpose of
creating a national energy retail services center and "one stop shop" customer
shop for other services- this service to be offered in conjunction with DLD's
national marketing effort
2. functional outsourcing of PEI's supply chain and work management needs
3. technology outsourcing of PEI
4. some combination of technology and functional outsourcing of PEI's merged
partner- Enova
5. possible avenues into Duke
6. possible avenues into outsourcing DWP's technology

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