EXHIBIT 24-1

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director and/or
officer of Pennsylvania Enterprises, Inc., a Pennsylvania corporation (the
"Corporation"), does hereby constitute and appoint John F. Kell, Jr. and Donna
M. Abdalla, and each of them, his true and lawful attorney or attorneys to
execute in his name, place and stead in such capacity or capacities (whether on
behalf of the Corporation or otherwise), any and all instruments which said
attorney or attorneys may deem necessary or advisable in order to enable the
Corporation to comply with the Securities Act of 1933, as amended (the "1933
Act"), and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the 1933 Act of the offer and
sale of shares of the Corporation's Common Stock pursuant to the Corporation's
Dividend Reinvestment and Stock Purchase Plan and the Corporation's Customer
Stock Purchase Plan, including, without limitation, the power and authority to
sign his name (whether on behalf of the Corporation, or as a director and/or
officer of the Corporation, or by attesting the seal of the Corporation, or
otherwise) to each of the Registration Statements and amendments and
post-effective amendments to each of such Registration Statements relating to
the registration of the offer and sale of any such shares of Common Stock
pursuant to such Plans, and to file the same, including any exhibits or other
documents forming a part of any such Registration Statements or amendments, with
the Securities and Exchange Commission, each of said attorneys to have full
power and authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or advisable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person.

      IN WITNESS WHEREOF, the undersigned has signed his name hereto on the date
set forth below.

Date: March 24, 1999

                                    /s/ KENNETH M. POLLOCK.
                                    -----------------------
                                    Kenneth M. Pollock