SecProbe.io

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 June 9, 2026

Valerie Bille
Chief Financial Officer
Southern California Gas Company
555 West 5th Street
Los Angeles, California 90013

 Re: Southern California Gas Company
 Preliminary Proxy
 Filed May 4, 2026
 File No. 001-01402
Dear Valerie Bille:
 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 Stewart McDowell Partner
 T: +1 415.393.8322 M: +1 415.200.6333
 smcdowell@gibsondunn.com
 June 1, 2026 VIA EDGAR
 Division of Corporation Finance Office of Energy and
Transportation Securities and Exchange Commission 100 F
Street, N.E. Washington, D.C. 20549-3628 Attention:
 Daniel Morris Re: Southern California Gas Company
 Preliminary Proxy
 Filed May 4, 2026
 File No. 001-01402
 Ladies and Gentlemen: On behalf of our client, Southern
California Gas Company, a California corporation (the “ Company ”), a subsidiary of Sempra, this letter responds to the comment of the staff of the Securities and Exchange Commission’s Division of Corporation Finance (the
“ Staff ”) contained in your letter, dated May 29, 2026 (the “ Comment Letter ”), regarding the above-referenced Preliminary Proxy Statement filed May, 4, 2026 (the “ Preliminary Proxy
Statement ”). The Staff’s comment is set forth below, followed by the response from the Company. Preliminary Proxy filed on
May 4, 2026 General 1. Please
provide us with your analysis as to the applicability of Rule 13e-3 to your proposal to amend and restate your restated articles of incorporation to retire all outstanding shares of preferred stock and Series
A preferred, and other related changes. Response: The Company has determined that the proposal to amend and restate its restated articles of
incorporation as described in the Preliminary Proxy Statement (the “ Proposal ”) is not subject to Rule 13e-3 (“ Rule 13e-3 ”) under
the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), for the reasons set forth below. Rule 13e-3 applies to certain transactions that have either a reasonable likelihood or a purpose of producing, either directly or indirectly, any of the effects specified in Rule
 13e-3(a)(3)(ii), namely (omitting references relevant only for foreign private issuers): (A) Causing any class of equity securities of the issuer that is subject to Section 12(g) or Section 15(d) of
the Exchange Gibson, Dunn & Crutcher LLP
 One Embarcadero Center Suite 2600 | San Francisco, CA 94111-3715 | T: 415.393.8200 | F: 415.393.8306 | gibsondunn.com

 June 1, 2026
 Page
 2

Act to become eligible for termination of registration under Rule 12g-4, or causing the reporting obligations with respect to such class to become eligible
for suspension under Rule 12h-3 or Section 15(d); or (B) Causing any class of equity securities of the issuer that is either listed on a national securities exchange or authorized to be quoted in an
inter-dealer quotation system of a registered national securities association to be neither listed on any national securities exchange nor authorized to be quoted on an inter-dealer quotation system of any registered national securities association.
 Rule 13e-3(a)(3)(ii)(A) applies where a transaction causes a class of equity securities that is subject to
Section 12(g) or Section 15(d) of the Exchange Act to be held of record by less than 300 persons. The Company advises the Staff that there are approximately 268 holders of record of the Company’s 6% Preferred Stock
(“ Preferred Stock ”) and 6% Preferred Stock, Series A (“ Series A Preferred Stock ”), taken together, as determined pursuant to Rule 12g5-1. Accordingly, there are fewer than
300 holders of record of Preferred Stock and/or Series A Preferred Stock (whether considered as a single class or as separate classes). Pursuant to Corporation Finance Interpretations (“ CFI” ) 104.01 of the Staff’s
“Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3,” a transaction is not deemed to have ”caused” a class of securities to
become eligible for termination of registration or suspension of the obligation to report where the issuer was already eligible to terminate the registration under Section 12(g) or to suspend the obligation to report under Section 15(d)
because the reduction in the number of security holders would not produce the going private effect specified in Rule 13e-3(a)(3)(ii)(A). Rule 13e-3(a)(3)(ii)(A) is thus
inapplicable here because the Proposal will not have “caused” the Preferred Stock and/or the Series A Preferred Stock (considered either as separate classes or as a single class) to be held of record by less than 300 persons.
 In addition, Rule 13e-3(a)(3)(ii)(B) applies where a transaction causes a class of equity securities that is either
listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association to be neither listed on any national securities exchange nor authorized to be quoted on an
inter-dealer quotation system of any registered national securities association. The Preferred Stock and the Series A Preferred Stock are not listed on a national securities exchange nor are they quoted on an inter-dealer quotation system of any
registered national securities association. Instead, each is currently traded over-the-counter. Pursuant to CFI 104.03 of the Staff’s “Going Private
Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3,” the over-the-counter
bulletin board is not considered an inter-dealer quotation system of a registered national securities association. Consequently, the effect of the Proposal cannot cause any class of equity securities of the Company to be delisted from a national
securities exchange or not quoted on an inter-dealer quotation system. Accordingly, the Proposal does not cause the effect described in Rule 13e-3(a)(3)(ii)(B).
 If you have any questions regarding the response set forth above, please do not hesitate to contact me at (415)
 393-8322.

 June 1, 2026
 Page
 3

 Sincerely,

 /s/ Stewart McDowell

 Stewart McDowell
 SLM

 cc:
 Valerie Bille, Southern California Gas Company
 Lisa Abbot, Sempra

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<TEXT>
 May 29, 2026

Valerie Bille
Chief Financial Officer
Southern California Gas Company
555 West 5th Street
Los Angeles, California 90013

 Re: Southern California Gas Company
 Preliminary Proxy
 Filed May 4, 2026
 File No. 001-01402
Dear Valerie Bille:
 We have reviewed your filing and have the following comment.
 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.
 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy filed on May 4, 2026
General

1. Please provide us with your analysis as to the applicability of Rule
13e-3 to your proposal
 to amend and restate your restated articles of incorporation to retire
all outstanding shares
 of preferred stock and Series A preferred, and other related changes.

 We remind you that the company and its management are responsible for
the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action
by the staff.
 Please contact Daniel Morris at 202-551-3314 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy
& Transportation
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CORRESP
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CORRESP

 Southern California Gas Company

555 West Fifth Street

Los Angeles, California 90013-1001

April 25, 2023

 VIA EDGAR

Division of Corporation Finance, Office of Energy & Transportation

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Southern California Gas Company

Registration Statement on Form S-3

Filed March 29, 2023

File No. 333-270939

Ladies and Gentlemen:

 Pursuant to Rule 461 of
Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Southern California Gas Company, respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on April 27, 2023, or as soon as practicable thereafter.

If you have any questions or require additional information, please contact Michael E. Sullivan, Esq. of Latham & Watkins LLP at
(858) 523-3959. Thank you for your assistance and cooperation in this matter.

 [Signature Page
Follows]

Very truly yours,

SOUTHERN CALIFORNIA GAS COMPANY

By:

 /s/ Mia L. DeMontigny

Mia L. DeMontigny

Senior Vice President, Chief Financial Officer and Chief Accounting Officer

cc:
 Michael E. Sullivan, Esq.,

    Latham & Watkins LLP

[Acceleration Request Letter]

United States securities and exchange commission logo
April 5, 2023
Scott D. Drury
Chief Executive Officer
Southern California Gas Company
555 West 5th Street
Los Angeles, California 90013-1011
Re:Southern California Gas Company
Registration Statement on Form S-3
Filed March 29, 2023
File No. 333-270939
Dear Scott D. Drury:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Claudia Rios, Staff Attorney, at (202) 551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael Sullivan, Esq.

CORRESP
1
filename1.htm

CORRESP

 Southern California Gas Company

555 West Fifth Street

Los Angeles, California 90013-1001

April 29, 2020

 VIA EDGAR

Ms. Anuja A. Majmudar

 Attorney-Advisor, Division of
Corporation Finance, Office of Energy & Transportation

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Southern California Gas Company

  Registration Statement on Form S-3

  Filed April 21, 2020

  File No. 333-237770

Dear Ms. Majmudar:

 Pursuant to Rule 461 of
Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Southern California Gas Company, respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on Friday, May 1, 2020, or as soon as practicable thereafter.

If you have any questions or require additional information, please contact Michael E. Sullivan, Esq. of Latham & Watkins LLP at
(858) 523-3959. Thank you for your assistance and cooperation in this matter.

 [Signature
Page Follows]

 Very truly yours,

 SOUTHERN CALIFORNIA GAS COMPANY

By:

 /s/ Mia L. DeMontigny

Mia L. DeMontigny

Vice President, Chief Financial Officer, Chief Accounting Officer, Controller and Treasurer

cc:
 Michael E. Sullivan, Esq.,

Latham & Watkins LLP

[Acceleration Request Letter]

United States securities and exchange commission logo
April 28, 2020
J. Bret Lane
Chairman and Chief Executive Officer
Southern California Gas Company
555 West Fifth Street
Los Angeles, CA 90013-1001
Re:Southern California Gas Company
Registration Statement on Form S-3
Filed April 21, 2020
File No. 333-237770
Dear Mr. Lane:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael E. Sullivan, Esq.