<html>
<head>
<title>PG&amp;E&rsquo;S GRC</title>
</head>
<body link="blue" vlink="purple">
<div>
<table border="0" cellspacing="0" cellpadding="0" width="644">
<tr>
<td colspan="4" valign="top">
<p align="center">SECURITIES AND EXCHANGE COMMISSION</p>
</td>
</tr>

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

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

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

<tr>
<td colspan="4" valign="top">
<p align="center">Date of Report:&nbsp; February 13, 2002</p>
</td>
</tr>

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

<br clear="all" />


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

<p>As previously disclosed, on January 25, 2002, the U.S.
Bankruptcy Court for the Northern District of California
(Bankruptcy Court) held a hearing in the bankruptcy proceeding of
Pacific Gas and Electric Company (Utility), PG&amp;E Corporation's
subsidiary, to consider arguments as to whether the Bankruptcy
Court has the power to preempt various California state and local
laws as requested in the proposed plan of reorganization of the
Utility (Plan) filed by PG&amp;E Corporation and the Utility
(proponents), and whether such preemption would violate the
sovereign immunity of the State of California and its agencies,
including the California Public Utilities Commission (CPUC).</p>

<p>In considering whether to approve the adequacy of the
proponents&rsquo; disclosure statement describing the Plan, on
February 7, 2002, the Bankruptcy Court issued an order concluding
that bankruptcy law does not permit express preemption, but it does
permit implied preemption.&nbsp; The Bankruptcy Court rejected the
proponents&rsquo; argument that Section 1123(a)(5) of the
Bankruptcy Code expressly authorized the Bankruptcy Court to
preempt any state law to confirm and effectuate a plan of
reorganization.&nbsp; Instead, the Bankruptcy Court interpreted
Section 1123(a)(5) to permit preemption of a state law where it had
been shown that enforcing the state law at issue would be an
obstacle to the accomplishment and execution of the full purposes
of the bankruptcy laws. The Bankruptcy Court stated that whether a
restructuring; i.e., the disaggregation of the Utility&rsquo;s
businesses as proposed in the Plan, is necessary and required for a
feasible reorganization is an issue to be determined at the
confirmation hearing.&nbsp; The Bankruptcy Court stated that:</p>

<p>Nonetheless, the court believes that the Plan could be confirmed
if Proponents are able to establish with particularity the
requisite elements of implied preemption. If the Disclosure
Statement is amended consistent with this Memorandum Decision, the
court will approve it and let the Proponents test preemption at
confirmation.</p>

<p align="left">The Bankruptcy Court provided guidance as to how
the proponents could amend the disclosure statement to obtain court
approval so that the stage would be set for the proponents&rsquo;
&ldquo;implied preemption confirmation contest.&rdquo;&nbsp; The
court stated that the revised disclosure statement should state in
summary fashion the reasons why the proponents believe it necessary
to preempt the laws, regulations or orders referred to in the
disclosure statement.&nbsp; The Bankruptcy Court stated that the
disclosure statement should show what ultimate facts will be proven
at the confirmation hearing that will lead the Bankruptcy Court to
find that the application of those laws to the facts of the Plan
are economic in nature rather than directed at protecting public
safety or other non-economic concerns, and that those particular
laws stand as an obstacle to the accomplishment and execution of
the purposes and objectives of the bankruptcy laws.</p>

<p>The Bankruptcy Court rejected the State&rsquo;s and the
CPUC&rsquo;s argument that the proponents are using the bankruptcy
process to escape CPUC jurisdiction, finding that using bankruptcy
reorganization to move from state regulation to federal regulation
is not necessarily improper.</p>

<p>As to sovereign immunity, the Bankruptcy Court stated if the
Plan and related disclosure statement were amended to remove
requests for injunctive and declaratory relief against the State
and the CPUC, the Plan would overcome the sovereign immunity
defense.&nbsp; If such amendments were not made, the proponents
must prove that the State and the CPUC have waived their sovereign
immunity <i></i>defense and amend the disclosure statement to
describe why the proponents believe sovereign immunity has been
waived.&nbsp; However, the Bankruptcy Court noted that<i>,</i> even
absent a showing of waiver<i>,</i> if an order confirming the Plan
found to preempt specific state laws and regulations is entered,
the Bankruptcy Court would take the position that any attempt to
circumvent the effectiveness of such an order will be met with an
injunction.&nbsp;</p>

<p align="left">The Bankruptcy Court ordered that no later than
February 21, 2002, the Utility is required to (i) file its response
to the CPUC&rsquo;s term sheet describing the CPUC&rsquo;s
alternative plan of reorganization, which is required to be
submitted by February 13, 2002, and if the CPUC fails to submit its
term sheet the Utility may file a certificate of noncompliance that
will terminate the CPUC&rsquo;s right to file a term sheet;&nbsp;
(ii) file a statement whether it intends to make the amendments to
the Plan and disclosure statement discussed in the decision; and
(iii) if the proponents wish to appeal the decision, file a request
seeking interlocutory certification so that the proponents can do
so.&nbsp;&nbsp; PG&amp;E Corporation and the Utility intend to make
the amendments to the Plan and disclosure statement discussed in
the decision.</p>

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

<p>As previously reported, on January 10, 2002, the California
Attorney General (AG) filed a complaint against PG&amp;E
Corporation 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 (B&amp;P) Code section 17200. Among other allegations,
the AG alleges that, through the Utility&rsquo;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&rsquo;s bankruptcy
proceeding.&nbsp; The AG&rsquo;s complaint also seeks restitution
of assets allegedly wrongfully transferred to PG&amp;E Corporation
from the Utility.&nbsp; The Bankruptcy Court has original and
exclusive jurisdiction of these claims.&nbsp; Therefore, on
February 8, 2002, PG&amp;E Corporation filed a notice of removal in
the Bankruptcy Court to transfer the AG&rsquo;s complaint to the
Bankruptcy Court.</p>

<ol start="3" type="A">
<li>Complaint filed by the City and County of San Francisco, and
the People of the State of California</li>
</ol>

<p>On February 11, 2002, a complaint entitled, City and County of
San Francisco; People of the State of California v. PG&amp;E
Corporation, and Does 1-150, was filed in San Francisco Superior
Court.&nbsp; The complaint contains some of the same allegations
contained in the AG&rsquo;s complaint including allegations of
unfair competition in violation of B&amp;P Code Section
17200.&nbsp; In addition, the complaint alleges causes of action
for conversion, claiming that PG&amp;E Corporation &ldquo;took at
least $5.2 billion from PG&amp;E,&rdquo; and unjust enrichment.</p>

<p>Among other allegations, plaintiffs allege that past transfers
of money from the Utility to PG&amp;E Corporation, and allegedly
used by PG&amp;E Corporation to subsidize other affiliates of
PG&amp;E Corporation, violated various conditions established by
the CPUC in decisions approving the holding company
formation.&nbsp; The complaint also alleges that certain
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; Plaintiffs also allege that by agreeing to
certain restrictive covenants in certain financing agreements,
PG&amp;E Corporation also violated a holding company condition.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;</p>

<p>Plaintiffs seek injunctive relief, the appointment of a
receiver, restitution, disgorgement, the imposition of a
constructive trust, civil penalties of $2,500 against each
defendant for each violation of B&amp;P Code Section 17200 as
authorized by B&amp;P Code Section 17206, and costs of
suit.&nbsp;</p>

<p>PG&amp;E Corporation believes that the allegations of the
complaint are without merit.and will vigorously respond to and
defend the litigation.</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:&nbsp;&nbsp;CHRISTOPHER P. JOHNS</p>
</td>
</tr>

<tr>
<td valign="top"></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"></td>
<td valign="top">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CHRISTOPHER P.
JOHNS<br />
 &nbsp;&nbsp;&nbsp;&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;DINYAR B. MISTRY</p>
</td>
</tr>

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

<p>Dated:&nbsp; February 12, 2002</p>
</div>
</body>
</html>
[{"type": "8-K", "sequence": "1", "filename": "form8k0213.htm", "description": "FORM 8-K", "secsgml_size_bytes": 14088}]
{"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": "02539650"}, "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:  February 13, 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
As previously disclosed, on January 25, 2002, the U.S.
Bankruptcy Court for the Northern District of California
(Bankruptcy Court) held a hearing in the bankruptcy proceeding of
Pacific Gas and Electric Company (Utility), PG&E Corporation's
subsidiary, to consider arguments as to whether the Bankruptcy
Court has the power to preempt various California state and local
laws as requested in the proposed plan of reorganization of the
Utility (Plan) filed by PG&E Corporation and the Utility
(proponents), and whether such preemption would violate the
sovereign immunity of the State of California and its agencies,
including the California Public Utilities Commission (CPUC).
In considering whether to approve the adequacy of the
proponents' disclosure statement describing the Plan, on
February 7, 2002, the Bankruptcy Court issued an order concluding
that bankruptcy law does not permit express preemption, but it does
permit implied preemption.  The Bankruptcy Court rejected the
proponents' argument that Section 1123(a)(5) of the
Bankruptcy Code expressly authorized the Bankruptcy Court to
preempt any state law to confirm and effectuate a plan of
reorganization.  Instead, the Bankruptcy Court interpreted
Section 1123(a)(5) to permit preemption of a state law where it had
been shown that enforcing the state law at issue would be an
obstacle to the accomplishment and execution of the full purposes
of the bankruptcy laws. The Bankruptcy Court stated that whether a
restructuring; i.e., the disaggregation of the Utility's
businesses as proposed in the Plan, is necessary and required for a
feasible reorganization is an issue to be determined at the
confirmation hearing.  The Bankruptcy Court stated that:
Nonetheless, the court believes that the Plan could be confirmed
if Proponents are able to establish with particularity the
requisite elements of implied preemption. If the Disclosure
Statement is amended consistent with this Memorandum Decision, the
court will approve it and let the Proponents test preemption at
confirmation.
The Bankruptcy Court provided guidance as to how
the proponents could amend the disclosure statement to obtain court
approval so that the stage would be set for the proponents'
"implied preemption confirmation contest."  The
court stated that the revised disclosure statement should state in
summary fashion the reasons why the proponents believe it necessary
to preempt the laws, regulations or orders referred to in the
disclosure statement.  The Bankruptcy Court stated that the
disclosure statement should show what ultimate facts will be proven
at the confirmation hearing that will lead the Bankruptcy Court to
find that the application of those laws to the facts of the Plan
are economic in nature rather than directed at protecting public
safety or other non-economic concerns, and that those particular
laws stand as an obstacle to the accomplishment and execution of
the purposes and objectives of the bankruptcy laws.
The Bankruptcy Court rejected the State's and the
CPUC's argument that the proponents are using the bankruptcy
process to escape CPUC jurisdiction, finding that using bankruptcy
reorganization to move from state regulation to federal regulation
is not necessarily improper.
As to sovereign immunity, the Bankruptcy Court stated if the
Plan and related disclosure statement were amended to remove
requests for injunctive and declaratory relief against the State
and the CPUC, the Plan would overcome the sovereign immunity
defense.  If such amendments were not made, the proponents
must prove that the State and the CPUC have waived their sovereign
immunity
defense and amend the disclosure statement to
describe why the proponents believe sovereign immunity has been
waived.  However, the Bankruptcy Court noted that
,
even
absent a showing of waiver
,
if an order confirming the Plan
found to preempt specific state laws and regulations is entered,
the Bankruptcy Court would take the position that any attempt to
circumvent the effectiveness of such an order will be met with an
injunction.
The Bankruptcy Court ordered that no later than
February 21, 2002, the Utility is required to (i) file its response
to the CPUC's term sheet describing the CPUC's
alternative plan of reorganization, which is required to be
submitted by February 13, 2002, and if the CPUC fails to submit its
term sheet the Utility may file a certificate of noncompliance that
will terminate the CPUC's right to file a term sheet; 
(ii) file a statement whether it intends to make the amendments to
the Plan and disclosure statement discussed in the decision; and
(iii) if the proponents wish to appeal the decision, file a request
seeking interlocutory certification so that the proponents can do
so.   PG&E Corporation and the Utility intend to make
the amendments to the Plan and disclosure statement discussed in
the decision.
B.  California Attorney General Complaint
As previously reported, on January 10, 2002, the California
Attorney General (AG) filed a complaint against PG&E
Corporation 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 (B&P) Code section 17200. Among other allegations,
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's complaint also seeks restitution
of assets allegedly wrongfully transferred to PG&E Corporation
from the Utility.  The Bankruptcy Court has original and
exclusive jurisdiction of these claims.  Therefore, on
February 8, 2002, PG&E Corporation filed a notice of removal in
the Bankruptcy Court to transfer the AG's complaint to the
Bankruptcy Court.
Complaint filed by the City and County of San Francisco, and
the People of the State of California
On February 11, 2002, a complaint entitled, City and County of
San Francisco; People of the State of California v. PG&E
Corporation, and Does 1-150, was filed in San Francisco Superior
Court.  The complaint contains some of the same allegations
contained in the AG's complaint including allegations of
unfair competition in violation of B&P Code Section
17200.  In addition, the complaint alleges causes of action
for conversion, claiming that PG&E Corporation "took at
least $5.2 billion from PG&E," and unjust enrichment.
Among other allegations, plaintiffs allege that past transfers
of money from the Utility to PG&E Corporation, and allegedly
used by PG&E Corporation to subsidize other affiliates of
PG&E Corporation, violated various conditions established by
the CPUC in decisions approving the holding company
formation.  The complaint also alleges that certain
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.  Plaintiffs also allege that by agreeing to
certain restrictive covenants in certain financing agreements,
PG&E Corporation also violated a holding company condition.
Plaintiffs seek injunctive relief, the appointment of a
receiver, restitution, disgorgement, the imposition of a
constructive trust, civil penalties of $2,500 against each
defendant for each violation of B&P Code Section 17200 as
authorized by B&P Code Section 17206, and costs of
suit.
PG&E Corporation believes that the allegations of the
complaint are without merit.and will vigorously respond to and
defend the litigation.
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:  February 12, 2002