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<title>PG&amp;E&rsquo;S GRC</title>
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<table border="0" cellspacing="0" cellpadding="0" width="644">
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<p align="center">SECURITIES AND EXCHANGE COMMISSION</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><br>
</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center">Washington, D.C.&nbsp; 20549</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><br>
<br>
</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top"></td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center">FORM 8-K</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><br>
</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center">CURRENT REPORT</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><br>
</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center">Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><br>
</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center">Date of Report: April 2, 2002</p>
</td>
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<td colspan="4" valign="top">
<p align="center"><br>
</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top"></td>
</tr>

<tr>
<td valign="top">
<p align="center"><br>
 Commission<br>
 File<br>
 Number</p>
</td>
<td valign="top">
<p align="center">Exact Name of<br>
 Registrant<br>
 as specified in<br>
 its charter</p>
</td>
<td valign="top">
<p align="center"><br>
 State or other<br>
 Jurisdiction of<br>
 Incorporation</p>
</td>
<td valign="top">
<p align="center"><br>
 IRS Employer<br>
 &nbsp; Identification<br>
 Number</p>
</td>
</tr>

<tr>
<td valign="top">
<p align="center">_____________</p>
</td>
<td valign="top">
<p align="center">_____________</p>
</td>
<td valign="top">
<p align="center">_____________</p>
</td>
<td valign="top">
<p align="center">_____________</p>
</td>
</tr>

<tr>
<td valign="top">
<p align="center">1-12609</p>

<p align="center">1-2348</p>
</td>
<td valign="top">
<p align="center">PG&amp;E Corporation</p>

<p align="center">Pacific Gas and<br>
 Electric Company</p>
</td>
<td valign="top">
<p align="center">California</p>

<p align="center">California</p>
</td>
<td valign="top">
<p align="center">94-3234914</p>

<p align="center">94-0742640</p>

<p align="center"><br>
</p>
</td>
</tr>

<tr>
<td valign="top"></td>
<td valign="top"></td>
<td valign="top"></td>
<td valign="top"></td>
</tr>

<tr>
<td colspan="2" valign="top">
<p align="center">Pacific Gas and Electric Company<br>
 77 Beale Street, P. O. Box 770000<br>
 San Francisco, California&nbsp;&nbsp;94177</p>
</td>
<td colspan="2" valign="top">
<p align="center">PG&amp;E Corporation<br>
 One Market, Spear Tower, Suite 2400<br>
 San Francisco, California&nbsp;&nbsp;94105</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top"></td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center">(Address of principal executive offices) (Zip
Code)</p>
</td>
</tr>

<tr>
<td valign="top">
<p align="center"><br>
</p>
</td>
<td valign="top"></td>
<td valign="top"></td>
<td valign="top"></td>
</tr>

<tr>
<td colspan="2" valign="top">
<p align="center">Pacific Gas and Electric Company<br>
 (415) 973-7000</p>
</td>
<td colspan="2" valign="top">
<p align="center">PG&amp;E Corporation<br>
 (415) 267-7000</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top"></td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center">(Registrant's telephone number, including area
code)</p>
</td>
</tr>

<tr>
<td valign="top"></td>
<td valign="top"></td>
<td valign="top"></td>
<td valign="top"></td>
</tr>
</table>

<p><br>
</p>

<div align="center">
<hr size="2" width="100%" align="center">
</div>

<p><br>
Item 5. Other Events</p>

<p>Pacific Gas and Electric Company Bankruptcy</p>

<p>A. Amended and Restated Settlement and Support Agreement,
Payment of Interest and Claims<br>
</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As previously disclosed, on February 12, 2002, PG&amp;E
Corporation, its subsidiary, Pacific Gas and Electric Company
(Utility), and certain of the Utility&rsquo;s senior debtholders
(Senior Debtholders) entered into a Settlement and Support
Agreement, subject to approval of the U.S. Bankruptcy Court for the
Northern District of California (Bankruptcy Court), among other
conditions.&nbsp; Under the agreement, Senior Debtholders agreed to
withdraw their objections to PG&amp;E Corporation&rsquo;s and the
Utility&rsquo;s plan of reorganization (Plan) and disclosure
statement, to support confirmation of the Plan, and to vote their
claims in favor of the Plan.&nbsp; PG&amp;E Corporation and the
Utility agreed to pay the Senior Debtholders pre- and post-petition
interest on the principal amount of such claims at certain rates of
interest that differ from the rates originally proposed in the
Plan. In addition, the agreement provided that the interest rate
would increase if the effective date of the Plan has not occurred
by certain dates.&nbsp; After a Bankruptcy Court hearing held on
March 25, 2002, the parties agreed to make certain modifications to
the agreement.&nbsp; On March 27, 2002, the Bankruptcy Court
approved the Amended and Restated Settlement and Support Agreement
(Amended Agreement).</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The original agreement has been amended to:&nbsp; (i) delete the
voting restrictions with respect to alternative plans of
reorganization; and (ii) allow the Senior Debtholders to meet and
confer with other parties, discuss, negotiate, consider and vote
for and express a preference for alternative plans of
reorganization, provided that the Senior Debtholders must vote for
the Plan.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In addition, the Amended Agreement no longer contains a condition
to effectiveness that holders of at least $3 billion in Class 5
Claims (as such term is defined in the Plan) become parties to the
Amended Agreement or a substantially similar agreement.&nbsp;</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Under the Amended Agreement, interest rates will not be fixed as
part of the Senior Debtholders&rsquo; allowed claims.&nbsp; Rather,
any payment of pre-petition interest and post-petition interest
made to the Senior Debtholders at the rates agreed upon in the
Amended Agreement generally can be re-characterized as a payment on
principal under the following circumstances:&nbsp; (i) if the
Utility is determined to be insolvent, pursuant to a final order of
the Bankruptcy Court; and (ii) if the Plan is not confirmed and
another plan of reorganization is confirmed, in which case any
payments of interest made to Senior Debtholders before confirmation
may be re-characterized by the proponent of such confirmed plan of
reorganization as a partial payment of principal to the extent such
pre-confirmation payments exceed the amount of interest otherwise
required to be paid to such Senior Debtholders under the terms of
the confirmed plan.&nbsp; In such event, the Senior Debtholders
reserve their right to object to any such plan of reorganization
and the treatment of their claims under such plan.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Amended Agreement provides that the Senior Debtholders will be
paid pre- and post-petition interest within ten days after the
Bankruptcy Court approves the disclosure statement related to the
Plan.&nbsp;</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
On March&nbsp; 27, 2002, the Bankruptcy Court also authorized
payment of pre- and post-petition interest to holders of certain
undisputed claims, including creditors holding certain financial
instruments issued by the Utility, trade creditors, and other
general unsecured creditors, and authorized payment of fees and
expenses of indenture trustees and other paying agents (subject to
a procedure to permit objections to fees to be made and
resolved).&nbsp; The Utility expects that payments pursuant to this
authorization will be approximately $700 million by July 30, 2002,
based on the claim amounts estimated in the Disclosure Statement
and Plan of Reorganization.&nbsp; The actual amount paid may be
different, depending on the amount of claims ultimately allowed by
the Bankruptcy Court.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Finally, on March 25, 2002, the Bankruptcy Court authorized the
Utility to pay the principal amount of all undisputed creditor
claims that are $5,000 or less, and undisputed mechanics&rsquo;
lien and reclamation claims, for an aggregate amount of
approximately<br>
$22 million.&nbsp; These amounts will be paid on or before July 30,
2002.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As the Utility has been accruing interest on its pre-and
post-petition debt, the payment of such interest pursuant to the
Amended Agreement and to the holders of undisputed claims is not
expected to have an adverse material impact on its financial
condition or results of operation.</p>

<p>B.&nbsp; Appeal of Rejection of Express Preemption Theory to
Implement Proposed Plan of Reorganization</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As previously disclosed, the Bankruptcy Court in a February 7, 2002
memorandum decision rejected PG&amp;E Corporation's and the
Utility's argument that federal bankruptcy law permitted express
preemption of state and local laws to implement its proposed plan
of reorganization.&nbsp;&nbsp; On March 18, 2002, the Bankruptcy
Court entered an order disapproving the First Amended Disclosure
Statement for the reasons set forth in its February 7, 2002
decision, found that there was no just reason to delay review of
its ruling on express preemption but that the other issues
addressed in its February 7, 2002 ruling remained subject to
further litigation and thus were reserved for final rulings in
connection with the plan confirmation process, and directed the
clerk to enter its March 18 order as a final judgment.&nbsp;
Thereafter, on March 22, 2002, PG&amp;E Corporation and the Utility
filed a Notice of Appeal from the Bankruptcy Court's March 18, 2002
order and elected to have the appeal heard by the United States
District Court.</p>

<p>C.&nbsp; Schedule</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
On March 26, 2002, the Bankruptcy Court set the following
schedule:</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
April 3, 2002 - PG&amp;E Corporation&rsquo;s and the
Utility&rsquo;s amended disclosure statement and Plan are
due.&nbsp;</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
April 11, 2002&nbsp; &ndash; Next hearing on PG&amp;E
Corporation&rsquo;s and the Utility&rsquo;s disclosure
statement.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
April 15, 2002&nbsp; &ndash; The California Public Utilities
Commission's (&ldquo;CPUC&rdquo;) proposed alternative plan of
reorganization and disclosure statement are due.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
April 24, 2002&nbsp; &ndash; Next and tentatively final hearing on
PG&amp;E Corporation&rsquo;s and the Utility&rsquo;s disclosure
statement.&nbsp; A status conference on the CPUC&rsquo;s disclosure
statement and plan of reorganization also will be held.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
May 3, 2002 &ndash; Objections to the CPUC&rsquo;s disclosure
statement are due.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
May 9, 2002 &ndash; Hearing on objections to the CPUC&rsquo;s
disclosure statement.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
June 17, 2002 - Target date for the beginning of solicitation for
the competing plans of reorganization.</p>

<p>D.&nbsp; Monthly Operating Report</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
On April 1, 2002, the Utility filed its monthly operating report
for the month ended February 28, 2002, with the Bankruptcy Court.
The Utility's monthly operating report includes an unaudited income
statement for the month and an unaudited balance sheet dated as of
the end of the month. These unaudited financial statements are
attached as Exhibit 99 to this report. Although not included in
Exhibit 99, the monthly operating report also includes a statement
of receipts and disbursements, as well as other information. The
preliminary financial statements were prepared using certain
assumptions and estimates that are subject to revision. Any
adjustments for these estimates (based upon changes in facts and
circumstances, further analysis, and other factors) will be
reflected in the financial statements in the period during which
such adjustments are made. These adjustments could have a material
impact on reported results in the future.<br>
</p>

<p>Item 7. Financial Statements, Pro Forma Financial Information,
and Exhibits<br>
</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Exhibit 99 - Pacific Gas and Electric Company Income Statement for
the month ended February 28, 2002, and Balance Sheet dated February
28, 2002.</p>

<br clear="all">


<p><br>
</p>

<table border="0" cellspacing="0" cellpadding="0">
<tr>
<td valign="top">
<p>SIGNATURE</p>
</td>
</tr>
</table>

<p>Pursuant to the requirements of the Securities Exchange Act of
1934, the registrants have duly caused this report to be signed on
their behalf by the undersigned thereunto duly authorized.</p>

<table border="0" cellspacing="0" cellpadding="0">
<tr>
<td valign="top">
<p>&nbsp;</p>
</td>
<td valign="top">
<p>PG&amp;E CORPORATION<br>
</p>
</td>
</tr>

<tr>
<td valign="top">
<p>&nbsp;</p>
</td>
<td valign="top">
<p>By:&nbsp; /s/ BRUCE R. WORTHINGTON</p>
</td>
</tr>

<tr>
<td valign="top">
<p>&nbsp;</p>
</td>
<td valign="top">
<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>
</td>
</tr>

<tr>
<td valign="top">
<p>&nbsp;</p>
</td>
<td valign="top">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;BRUCE R.
WORTHINGTON<br>
 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Senior Vice President
and General Counsel<br>
<br>
</p>
</td>
</tr>

<tr>
<td valign="top">
<p>&nbsp;</p>
</td>
<td valign="top"></td>
</tr>

<tr>
<td valign="top">
<p>&nbsp;</p>
</td>
<td valign="top">
<p>PACIFIC GAS AND ELECTRIC COMPANY<br>
</p>
</td>
</tr>

<tr>
<td valign="top">
<p>&nbsp;</p>
</td>
<td valign="top">
<p>By:&nbsp;&nbsp;/s/ DINYAR B. MISTRY</p>
</td>
</tr>

<tr>
<td valign="top">
<p>&nbsp;</p>
</td>
<td valign="top">
<p>&nbsp;&nbsp; &nbsp; <u>&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>
</td>
</tr>

<tr>
<td valign="top">
<p>&nbsp;</p>
</td>
<td valign="top">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;DINYAR B. MISTRY<br>
 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President and Controller</p>
</td>
</tr>
</table>

<p>Dated:&nbsp; April 2, 2002</p>
</div>
</body>
</html>
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{"company-data": {"conformed-name": "PACIFIC GAS & ELECTRIC CO", "cik": "0000075488", "assigned-sic": "4931", "irs-number": "940742640", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-02348", "film-number": "02600359"}, "business-address": {"street1": "77 BEALE ST", "street2": "P O BOX 770000", "city": "SAN FRANCISCO", "state": "CA", "zip": "94177", "phone": "4152677000"}, "mail-address": {"street1": "77 BEALE STREET", "street2": "P O BOX 770000", "city": "SAN FRANCISCO", "state": "CA", "zip": "94177"}}
PG&E'S GRC
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: April 2, 2002
Commission
File
Number
Exact Name of
Registrant
as specified in
its charter
State or other
Jurisdiction of
Incorporation
IRS Employer
Identification
Number
_____________
_____________
_____________
_____________
1-12609
1-2348
PG&E Corporation
Pacific Gas and
Electric Company
California
California
94-3234914
94-0742640
Pacific Gas and Electric Company
77 Beale Street, P. O. Box 770000
San Francisco, California  94177
PG&E Corporation
One Market, Spear Tower, Suite 2400
San Francisco, California  94105
(Address of principal executive offices) (Zip
Code)
Pacific Gas and Electric Company
(415) 973-7000
PG&E Corporation
(415) 267-7000
(Registrant's telephone number, including area
code)
Item 5. Other Events
Pacific Gas and Electric Company Bankruptcy
A. Amended and Restated Settlement and Support Agreement,
Payment of Interest and Claims
As previously disclosed, on February 12, 2002, PG&E
Corporation, its subsidiary, Pacific Gas and Electric Company
(Utility), and certain of the Utility's senior debtholders
(Senior Debtholders) entered into a Settlement and Support
Agreement, subject to approval of the U.S. Bankruptcy Court for the
Northern District of California (Bankruptcy Court), among other
conditions.  Under the agreement, Senior Debtholders agreed to
withdraw their objections to PG&E Corporation's and the
Utility's plan of reorganization (Plan) and disclosure
statement, to support confirmation of the Plan, and to vote their
claims in favor of the Plan.  PG&E Corporation and the
Utility agreed to pay the Senior Debtholders pre- and post-petition
interest on the principal amount of such claims at certain rates of
interest that differ from the rates originally proposed in the
Plan. In addition, the agreement provided that the interest rate
would increase if the effective date of the Plan has not occurred
by certain dates.  After a Bankruptcy Court hearing held on
March 25, 2002, the parties agreed to make certain modifications to
the agreement.  On March 27, 2002, the Bankruptcy Court
approved the Amended and Restated Settlement and Support Agreement
(Amended Agreement).
The original agreement has been amended to:  (i) delete the
voting restrictions with respect to alternative plans of
reorganization; and (ii) allow the Senior Debtholders to meet and
confer with other parties, discuss, negotiate, consider and vote
for and express a preference for alternative plans of
reorganization, provided that the Senior Debtholders must vote for
the Plan.
In addition, the Amended Agreement no longer contains a condition
to effectiveness that holders of at least $3 billion in Class 5
Claims (as such term is defined in the Plan) become parties to the
Amended Agreement or a substantially similar agreement.
Under the Amended Agreement, interest rates will not be fixed as
part of the Senior Debtholders' allowed claims.  Rather,
any payment of pre-petition interest and post-petition interest
made to the Senior Debtholders at the rates agreed upon in the
Amended Agreement generally can be re-characterized as a payment on
principal under the following circumstances:  (i) if the
Utility is determined to be insolvent, pursuant to a final order of
the Bankruptcy Court; and (ii) if the Plan is not confirmed and
another plan of reorganization is confirmed, in which case any
payments of interest made to Senior Debtholders before confirmation
may be re-characterized by the proponent of such confirmed plan of
reorganization as a partial payment of principal to the extent such
pre-confirmation payments exceed the amount of interest otherwise
required to be paid to such Senior Debtholders under the terms of
the confirmed plan.  In such event, the Senior Debtholders
reserve their right to object to any such plan of reorganization
and the treatment of their claims under such plan.
The Amended Agreement provides that the Senior Debtholders will be
paid pre- and post-petition interest within ten days after the
Bankruptcy Court approves the disclosure statement related to the
Plan.
On March  27, 2002, the Bankruptcy Court also authorized
payment of pre- and post-petition interest to holders of certain
undisputed claims, including creditors holding certain financial
instruments issued by the Utility, trade creditors, and other
general unsecured creditors, and authorized payment of fees and
expenses of indenture trustees and other paying agents (subject to
a procedure to permit objections to fees to be made and
resolved).  The Utility expects that payments pursuant to this
authorization will be approximately $700 million by July 30, 2002,
based on the claim amounts estimated in the Disclosure Statement
and Plan of Reorganization.  The actual amount paid may be
different, depending on the amount of claims ultimately allowed by
the Bankruptcy Court.
Finally, on March 25, 2002, the Bankruptcy Court authorized the
Utility to pay the principal amount of all undisputed creditor
claims that are $5,000 or less, and undisputed mechanics'
lien and reclamation claims, for an aggregate amount of
approximately
$22 million.  These amounts will be paid on or before July 30,
2002.
As the Utility has been accruing interest on its pre-and
post-petition debt, the payment of such interest pursuant to the
Amended Agreement and to the holders of undisputed claims is not
expected to have an adverse material impact on its financial
condition or results of operation.
B.  Appeal of Rejection of Express Preemption Theory to
Implement Proposed Plan of Reorganization
As previously disclosed, the Bankruptcy Court in a February 7, 2002
memorandum decision rejected PG&E Corporation's and the
Utility's argument that federal bankruptcy law permitted express
preemption of state and local laws to implement its proposed plan
of reorganization.   On March 18, 2002, the Bankruptcy
Court entered an order disapproving the First Amended Disclosure
Statement for the reasons set forth in its February 7, 2002
decision, found that there was no just reason to delay review of
its ruling on express preemption but that the other issues
addressed in its February 7, 2002 ruling remained subject to
further litigation and thus were reserved for final rulings in
connection with the plan confirmation process, and directed the
clerk to enter its March 18 order as a final judgment. 
Thereafter, on March 22, 2002, PG&E Corporation and the Utility
filed a Notice of Appeal from the Bankruptcy Court's March 18, 2002
order and elected to have the appeal heard by the United States
District Court.
C.  Schedule
On March 26, 2002, the Bankruptcy Court set the following
schedule:
April 3, 2002 - PG&E Corporation's and the
Utility's amended disclosure statement and Plan are
due.
April 11, 2002  – Next hearing on PG&E
Corporation's and the Utility's disclosure
statement.
April 15, 2002  – The California Public Utilities
Commission's ("CPUC") proposed alternative plan of
reorganization and disclosure statement are due.
April 24, 2002  – Next and tentatively final hearing on
PG&E Corporation's and the Utility's disclosure
statement.  A status conference on the CPUC's disclosure
statement and plan of reorganization also will be held.
May 3, 2002 – Objections to the CPUC's disclosure
statement are due.
May 9, 2002 – Hearing on objections to the CPUC's
disclosure statement.
June 17, 2002 - Target date for the beginning of solicitation for
the competing plans of reorganization.
D.  Monthly Operating Report
On April 1, 2002, the Utility filed its monthly operating report
for the month ended February 28, 2002, with the Bankruptcy Court.
The Utility's monthly operating report includes an unaudited income
statement for the month and an unaudited balance sheet dated as of
the end of the month. These unaudited financial statements are
attached as Exhibit 99 to this report. Although not included in
Exhibit 99, the monthly operating report also includes a statement
of receipts and disbursements, as well as other information. The
preliminary financial statements were prepared using certain
assumptions and estimates that are subject to revision. Any
adjustments for these estimates (based upon changes in facts and
circumstances, further analysis, and other factors) will be
reflected in the financial statements in the period during which
such adjustments are made. These adjustments could have a material
impact on reported results in the future.
Item 7. Financial Statements, Pro Forma Financial Information,
and Exhibits
Exhibit 99 - Pacific Gas and Electric Company Income Statement for
the month ended February 28, 2002, and Balance Sheet dated February
28, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrants have duly caused this report to be signed on
their behalf by the undersigned thereunto duly authorized.
PG&E CORPORATION
By:  /s/ BRUCE R. WORTHINGTON
BRUCE R.
WORTHINGTON
Senior Vice President
and General Counsel
PACIFIC GAS AND ELECTRIC COMPANY
By:  /s/ DINYAR B. MISTRY
DINYAR B. MISTRY
Vice President and Controller
Dated:  April 2, 2002