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<title>PG&amp;E&rsquo;S GRC</title>
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<body>
<div>
<p align="center">SECURITIES AND EXCHANGE COMMISSION</p>

<p align="center">Washington, D.C.&nbsp; 20549</p>

<p align="center">FORM 8-K</p>

<p align="center">CURRENT REPORT</p>

<p align="center">Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934</p>

<p align="center">Date of Report:&nbsp; January 11, 2002</p>

<table border="0" cellspacing="0" cellpadding="0">
<tr>
<td>
<p>&nbsp;</p>
</td>
<td valign="top">
<p align="center"><br />
 Commission<br />
 File<br />
 Number</p>
</td>
<td colspan="2" 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 colspan="2" valign="top">
<p align="center"><br />
 IRS Employer<br />
 &nbsp; Identification<br />
 Number</p>
</td>
</tr>

<tr>
<td>
<p>&nbsp;</p>
</td>
<td valign="top">
<p align="center">_____________</p>
</td>
<td colspan="2" valign="top">
<p align="center">_____________</p>
</td>
<td valign="top">
<p align="center">_____________</p>
</td>
<td colspan="2" valign="top">
<p align="center">_____________</p>
</td>
</tr>

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

<p align="center">1-2348</p>
</td>
<td colspan="2" 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 colspan="2" valign="top">
<p align="center">94-3234914</p>

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

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

<tr>
<td colspan="3" 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="3" 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>
<td>
<p>&nbsp;</p>
</td>
</tr>
</table>

<p align="center">(Address of principal executive offices) (Zip
Code)</p>

<table border="0" cellspacing="0" cellpadding="0">
<tr>
<td valign="top">
<p align="center">Pacific Gas and Electric Company<br />
 (415) 973-7000</p>
</td>
<td valign="top">
<p align="center">PG&amp;E Corporation<br />
 (415) 267-7000</p>
</td>
</tr>
</table>

<p align="center">(Registrant's telephone number, including area
code)</p>

<br clear="all" />


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

<p>A.&nbsp; California Public Utilities Commission (CPUC) Order
Instituting Investigation into&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Holding Company Activities</p>

<p><b></b></p>

<p>On January 9, 2002, the CPUC voted in favor of two decisions in
its pending investigation into whether the three major California
investor-owned energy utilities, including PG&amp;E Corporation's
Pacific Gas and Electric Company (Utility), and their respective
holding companies have complied with past CPUC decisions, rules, or
orders authorizing their holding company formations and/or
governing affiliate transactions, as well as applicable
statutes.&nbsp; The 1996 CPUC approval authorizing the Utility to
form a holding company was granted subject to various financial
conditions.&nbsp; Among other financial conditions, the Boards of
Directors of PG&amp;E Corporation and the Utility are required to
give first priority to the capital requirements of the Utility, as
determined to be necessary to meet the Utility's service
obligations now referred to as the "first priority
condition."&nbsp;</p>

<p></p>

<p>In one decision, the CPUC interpreted the first priority
condition and concluded that the condition, at least under certain
circumstances, includes the requirement that each of the holding
companies "infuse the utility with all types of capital necessary
for the utility to fulfill its obligation to serve."&nbsp; The
three major California investor-owned energy utilities and their
parent holding companies had opposed the broader interpretation,
first contained in a proposed decision released for comment on
December 26, 2001, as being inconsistent with the prior 15 years'
understanding of that condition as applying more narrowly to a
priority on capital needed for investment purposes.</p>

<p></p>

<p>The CPUC also interpreted the first priority condition as
prohibiting a holding company from:&nbsp; (1) acquiring assets of
its utility subsidiary for inadequate consideration; and (2)
acquiring assets of its utility subsidiary at any price, if such
acquisition would impair the utility's ability to fulfill its
obligation to serve or to operate in a prudent and efficient
manner.</p>

<p></p>

<p>In the other decision, the CPUC denied the motions filed by the
California utility holding companies to dismiss the holding
companies from the pending investigation on the basis that the CPUC
lacks jurisdiction over the holding companies.&nbsp; However, in
the decision interpreting the first priority condition discussed
above, the CPUC separately dismissed PG&amp;E Corporation (but no
other utility holding company) as a respondent to the
proceeding.&nbsp; The decision did not indicate why PG&amp;E
Corporation was being dismissed.&nbsp;</p>

<p></p>

<p>PG&amp;E Corporation and the Utility believe that they have
complied with applicable statutes, CPUC decisions, rules, and
orders.&nbsp; Neither the Utility nor PG&amp;E Corporation can
predict what the outcome of the investigation will be or whether
the outcome will have a material adverse effect on their results of
operations or financial condition.</p>

<p>B.&nbsp; California Attorney General Complaint&nbsp;</p>

<p>On January 10, 2002, the California Attorney General (AG) filed
a complaint in the San Francisco Superior Court against PG&amp;E
Corporation and its directors, as well as against the directors of
the Utility, based on allegations of unfair or fraudulent business
acts or practices in violation of California Business and
Professions Code section 17200.&nbsp; Among other allegations, the
AG alleges that past transfers of money from the Utility to
PG&amp;E Corporation, and allegedly from PG&amp;E Corporation to
other affiliates of PG&amp;E Corporation, violated various
conditions established by the CPUC in decisions approving the
holding company formation.&nbsp; The AG also alleges that the
December 2000 and January and February 2001 ring-fencing
transactions by which PG&amp;E Corporation subsidiaries complied
with credit rating agency criteria to establish independent credit
ratings violated the holding company conditions.&nbsp;</p>

<p>In addition, the AG alleges that, through the Utility's
bankruptcy proceedings, PG&amp;E Corporation and the Utility
engaged in unlawful, unfair and fraudulent business practices by
seeking to implement the transactions proposed in the proposed plan
of reorganization filed in the Utility's bankruptcy proceeding.</p>

<p>The AG seeks injunctive relief, the appointment of a receiver,
restitution in an amount according to proof, civil penalties of
$2,500 against each defendant for each violation of California
Business and Professions Code section 17200 and that the total
penalty not be less than $500 million, and costs of suit.</p>

<p>PG&amp;E Corporation was the only California energy holding
company that is the subject of the CPUC's investigation discussed
above <b></b>to be sued by the AG.&nbsp;&nbsp;</p>

<p>In a press release issued on January 10, 2002, the CPUC
expressed support for the AG's complaint, noting that the CPUC's
January 9, 2002 decision provided a basis for the AG's allegations
and that the CPUC intends to join in a lawsuit against PG&amp;E
Corporation based on these issues.</p>

<p>PG&amp;E Corporation and the Utility believe that the
allegations of the complaint are without merit and will vigorously
respond to and defend the litigation.</p>

<p>C.&nbsp; Pacific Gas and Electric Company Bankruptcy &ndash;
CPUC Opposition to Motion to&nbsp;&nbsp;&nbsp;&nbsp; Extend
Exclusivity Period</p>

<p>On December 26, 2001, the Utility filed a motion with the
Bankruptcy Court to extend the period during which only the Utility
has the right to submit a proposed plan of reorganization from
February 4, 2002, when the period would otherwise expire, to June
30, 2002.&nbsp; On January 8, 2002, the CPUC filed an objection to
the Utility's motion to extend the exclusivity period.&nbsp; The
motion is scheduled to be heard by the Bankruptcy Court on January
16, 2002.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>

<p><b><u></u></b></p>

<p></p>

<br clear="all" />


<p><br />
SIGNATURE</p>

<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"></td>
<td valign="top">
<p>PG&amp;E CORPORATION<br />
 </p>
</td>
</tr>

<tr>
<td valign="top"></td>
<td valign="top">
<p>By:</p>
</td>
</tr>

<tr>
<td valign="top"></td>
<td valign="top">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>CHRISTOPHER P.JOHNS</u></p>
</td>
</tr>

<tr>
<td valign="top"></td>
<td valign="top">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CHRISTOPHER P. JOHNS<br />
 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Senior Vice President and
Controller</p>
</td>
</tr>

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

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

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

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

<tr>
<td valign="top"></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; January 11, 2002</p>

<p></p>

<p></p>
</div>
</body>
</html>
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{"company-data": {"conformed-name": "PG&E CORP", "cik": "0001004980", "assigned-sic": "4931", "irs-number": "943234914", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12609", "film-number": "2507879"}, "business-address": {"street1": "ONE MARKET SPEAR TOWER", "street2": "SUITE 2400", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "4152677000"}, "mail-address": {"street1": "ONE MARKET SPEAR TOWER", "street2": "SUITE 2400", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105"}, "former-company": {"former-conformed-name": "PG&E PARENT CO INC", "date-changed": "19951214"}}
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:  January 11, 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
A.  California Public Utilities Commission (CPUC) Order
Instituting Investigation into     
Holding Company Activities
On January 9, 2002, the CPUC voted in favor of two decisions in
its pending investigation into whether the three major California
investor-owned energy utilities, including PG&E Corporation's
Pacific Gas and Electric Company (Utility), and their respective
holding companies have complied with past CPUC decisions, rules, or
orders authorizing their holding company formations and/or
governing affiliate transactions, as well as applicable
statutes.  The 1996 CPUC approval authorizing the Utility to
form a holding company was granted subject to various financial
conditions.  Among other financial conditions, the Boards of
Directors of PG&E Corporation and the Utility are required to
give first priority to the capital requirements of the Utility, as
determined to be necessary to meet the Utility's service
obligations now referred to as the "first priority
condition."
In one decision, the CPUC interpreted the first priority
condition and concluded that the condition, at least under certain
circumstances, includes the requirement that each of the holding
companies "infuse the utility with all types of capital necessary
for the utility to fulfill its obligation to serve."  The
three major California investor-owned energy utilities and their
parent holding companies had opposed the broader interpretation,
first contained in a proposed decision released for comment on
December 26, 2001, as being inconsistent with the prior 15 years'
understanding of that condition as applying more narrowly to a
priority on capital needed for investment purposes.
The CPUC also interpreted the first priority condition as
prohibiting a holding company from:  (1) acquiring assets of
its utility subsidiary for inadequate consideration; and (2)
acquiring assets of its utility subsidiary at any price, if such
acquisition would impair the utility's ability to fulfill its
obligation to serve or to operate in a prudent and efficient
manner.
In the other decision, the CPUC denied the motions filed by the
California utility holding companies to dismiss the holding
companies from the pending investigation on the basis that the CPUC
lacks jurisdiction over the holding companies.  However, in
the decision interpreting the first priority condition discussed
above, the CPUC separately dismissed PG&E Corporation (but no
other utility holding company) as a respondent to the
proceeding.  The decision did not indicate why PG&E
Corporation was being dismissed.
PG&E Corporation and the Utility believe that they have
complied with applicable statutes, CPUC decisions, rules, and
orders.  Neither the Utility nor PG&E Corporation can
predict what the outcome of the investigation will be or whether
the outcome will have a material adverse effect on their results of
operations or financial condition.
B.  California Attorney General Complaint
On January 10, 2002, the California Attorney General (AG) filed
a complaint in the San Francisco Superior Court against PG&E
Corporation and its directors, as well as against the directors of
the Utility, based on allegations of unfair or fraudulent business
acts or practices in violation of California Business and
Professions Code section 17200.  Among other allegations, the
AG alleges that past transfers of money from the Utility to
PG&E Corporation, and allegedly from PG&E Corporation to
other affiliates of PG&E Corporation, violated various
conditions established by the CPUC in decisions approving the
holding company formation.  The AG also alleges that the
December 2000 and January and February 2001 ring-fencing
transactions by which PG&E Corporation subsidiaries complied
with credit rating agency criteria to establish independent credit
ratings violated the holding company conditions.
In addition, the AG alleges that, through the Utility's
bankruptcy proceedings, PG&E Corporation and the Utility
engaged in unlawful, unfair and fraudulent business practices by
seeking to implement the transactions proposed in the proposed plan
of reorganization filed in the Utility's bankruptcy proceeding.
The AG seeks injunctive relief, the appointment of a receiver,
restitution in an amount according to proof, civil penalties of
$2,500 against each defendant for each violation of California
Business and Professions Code section 17200 and that the total
penalty not be less than $500 million, and costs of suit.
PG&E Corporation was the only California energy holding
company that is the subject of the CPUC's investigation discussed
above
to be sued by the AG.
In a press release issued on January 10, 2002, the CPUC
expressed support for the AG's complaint, noting that the CPUC's
January 9, 2002 decision provided a basis for the AG's allegations
and that the CPUC intends to join in a lawsuit against PG&E
Corporation based on these issues.
PG&E Corporation and the Utility believe that the
allegations of the complaint are without merit and will vigorously
respond to and defend the litigation.
C.  Pacific Gas and Electric Company Bankruptcy –
CPUC Opposition to Motion to     Extend
Exclusivity Period
On December 26, 2001, the Utility filed a motion with the
Bankruptcy Court to extend the period during which only the Utility
has the right to submit a proposed plan of reorganization from
February 4, 2002, when the period would otherwise expire, to June
30, 2002.  On January 8, 2002, the CPUC filed an objection to
the Utility's motion to extend the exclusivity period.  The
motion is scheduled to be heard by the Bankruptcy Court on January
16, 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:
CHRISTOPHER P.JOHNS
CHRISTOPHER P. JOHNS
Senior Vice President and
Controller
PACIFIC GAS AND ELECTRIC COMPANY
By:
DINYAR B. MISTRY
DINYAR B. MISTRY
Vice President and Controller
Dated:  January 11, 2002