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<title>PG&amp;E&rsquo;S GRC</title>
</head>
<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 14, 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>Pacific Gas and Electric Company Bankruptcy -- Agreement with Ad
Hoc Committee</p>

<p>On January 13, 2002, PG&amp;E Corporation, its subsidiary,
Pacific Gas and Electric Company (Utility), and the ad hoc
committee of certain of the Utility's unsecured debtholders (the
"Ad Hoc Committee"), reached an agreement in principal for the
settlement (the "Settlement") of certain disputes relating to the
treatment afforded Class 5 General Unsecured Claims under the First
Amended Plan of Reorganization for Pacific Gas and Electric Company
filed by PG&amp;E Corporation and the Utility on December 19, 2001
(as it may subsequently be amended, the "Plan") with the U.S.
Bankruptcy Court for the Northern District of California
(Bankruptcy Court).</p>

<p>Under the Settlement, the Ad Hoc Committee has agreed to
withdraw its objections to the Disclosure Statement and Plan and to
support confirmation of the Plan.&nbsp; PG&amp;E Corporation and
the Utility have agreed to pay the holders of such allowed Class 5
Claims pre- and post-petition interest on the principal amount of
such claims at the following rates of interest (the "Agreed Rate")
which differ from the rates proposed in the Plan, as follows:</p>

<table border="0" cellspacing="0" cellpadding="0">
<tr>
<td valign="top"></td>
<td valign="top">
<p align="center">Ad Hoc Committee Settlement</p>
</td>
<td valign="top">
<p align="center">First Amended Plan of Reorganization (Dated
December 19, 2001)</p>
</td>
</tr>

<tr>
<td valign="top">
<p><br />
 Commercial Paper Claims</p>
</td>
<td valign="top">
<p><br />
 7.466% per annum fixed</p>
</td>
<td valign="top">
<p><br />
 3-month floating LIBOR</p>
</td>
</tr>

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

<tr>
<td valign="top">
<p>Floating Rate Notes</p>
</td>
<td valign="top">
<p>7.583% per annum fixed (calculated based on actual days/360
days, implied yield of 7.690%)</p>
</td>
<td valign="top">
<p>Floating LIBOR plus 2.05%</p>
</td>
</tr>

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

<tr>
<td valign="top">
<p>Senior Notes</p>
</td>
<td valign="top">
<p>9.625%</p>
</td>
<td valign="top">
<p>9.625% (starting 5/1/01)<br />
 7.375% (through 4/30/01)</p>
</td>
</tr>

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

<tr>
<td valign="top">
<p>Medium Term Notes</p>
</td>
<td valign="top">
<p>5.810% to 8.450% (or higher) as stated in the relevant documents
governing the issuance of the applicable Medium Term Notes
including the prospectus and pricing supplement relating
thereto</p>
</td>
<td valign="top">
<p>same</p>
</td>
</tr>

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

<tr>
<td valign="top">
<p>Revolving Line of Credit Claim</p>
</td>
<td valign="top">
<p>8.00% per annum fixed</p>
</td>
<td valign="top">
<p>Floating Prime rate</p>
</td>
</tr>
</table>

<p>In addition, if the effective date of the Plan does not occur on
or before February 15, 2003, the Agreed Rate will be increased by
37.5 basis points.&nbsp; If the effective date of the Plan does not
occur on or before September 15, 2003, the Agreed Rate will be
increased by an additional 37.5 basis points.&nbsp; Finally, if the
effective date of the Plan does not occur on or before March 15,
2004, the Agreed Rate will be increased by an additional 37.5 basis
points.</p>

<p>As soon as practicable, but not later than 10 days following
Bankruptcy Court approval of this Settlement and subject to certain
conditions, the Utility is required to make a cash payment to
holders of allowed Class 5 Claims of all accrued and unpaid pre-
and post-petition interest.&nbsp; Interest accruing on and after
the initial payment date shall be paid quarterly in arrears.</p>

<p>PG&amp;E Corporation and the Utility have agreed to amend the
Plan to provide that the placement fee to be divided among the
holders of certain allowed claims will be increased from an
approximately 1.5%, or $40 million, placement fee to an
approximately 2.5%, or $67 million, placement fee.&nbsp; The
Utility will pay an additional placement fee equal to 50 basis
points in connection with any creditor notes issued by ETrans and
GTrans in connection with the Plan, that have a maturity date
longer than ten years.</p>

<p>&nbsp; The Settlement also provides that the interest rates on
new notes issued to creditors in accordance with the Plan will
increase in an amount equal to the increase in the spread over
treasuries ("Electric Index Spread") quoted in the Lehman Brothers
Electric Utility Corporate Bond Index (the "Electric Index") that
may occur between the date the new notes are priced and the next
marked Electric Index quotation occurring on or after the twentieth
trading day after the pricing date, subject to a maximum increase
of 25 basis points. &nbsp;&nbsp;</p>

<p></p>

<p>Other than with respect to the Ad Hoc Committee's agreement to
withdraw its objection to the Disclosure Statement and Plan, the
Settlement shall become effective only if the Bankruptcy Court
approves the disclosure statement describing the Plan, the
Settlement (and the agreements contemplated by the Settlement) is
approved by the Bankruptcy Court, and holders of Class 5 Claims,
including each Ad Hoc Committee member, holding in the aggregate at
least $3 billion (or such lesser amount as PG&amp;E Corporation and
the Utility may, in their sole discretion, determine) in allowed
Class 5 Claims shall have entered into agreements to carry out the
terms of the Settlement.</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: CHRISTOPHER P. JOHNS</p>
</td>
</tr>

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

<tr>
<td valign="top"></td>
<td valign="top">
<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;________________________________________</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 14, 2002</p>
</div>
</body>
</html>
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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 14, 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 -- Agreement with Ad
Hoc Committee
On January 13, 2002, PG&E Corporation, its subsidiary,
Pacific Gas and Electric Company (Utility), and the ad hoc
committee of certain of the Utility's unsecured debtholders (the
"Ad Hoc Committee"), reached an agreement in principal for the
settlement (the "Settlement") of certain disputes relating to the
treatment afforded Class 5 General Unsecured Claims under the First
Amended Plan of Reorganization for Pacific Gas and Electric Company
filed by PG&E Corporation and the Utility on December 19, 2001
(as it may subsequently be amended, the "Plan") with the U.S.
Bankruptcy Court for the Northern District of California
(Bankruptcy Court).
Under the Settlement, the Ad Hoc Committee has agreed to
withdraw its objections to the Disclosure Statement and Plan and to
support confirmation of the Plan.  PG&E Corporation and
the Utility have agreed to pay the holders of such allowed Class 5
Claims pre- and post-petition interest on the principal amount of
such claims at the following rates of interest (the "Agreed Rate")
which differ from the rates proposed in the Plan, as follows:
Ad Hoc Committee Settlement
First Amended Plan of Reorganization (Dated
December 19, 2001)
Commercial Paper Claims
7.466% per annum fixed
3-month floating LIBOR
Floating Rate Notes
7.583% per annum fixed (calculated based on actual days/360
days, implied yield of 7.690%)
Floating LIBOR plus 2.05%
Senior Notes
9.625%
9.625% (starting 5/1/01)
7.375% (through 4/30/01)
Medium Term Notes
5.810% to 8.450% (or higher) as stated in the relevant documents
governing the issuance of the applicable Medium Term Notes
including the prospectus and pricing supplement relating
thereto
same
Revolving Line of Credit Claim
8.00% per annum fixed
Floating Prime rate
In addition, if the effective date of the Plan does not occur on
or before February 15, 2003, the Agreed Rate will be increased by
37.5 basis points.  If the effective date of the Plan does not
occur on or before September 15, 2003, the Agreed Rate will be
increased by an additional 37.5 basis points.  Finally, if the
effective date of the Plan does not occur on or before March 15,
2004, the Agreed Rate will be increased by an additional 37.5 basis
points.
As soon as practicable, but not later than 10 days following
Bankruptcy Court approval of this Settlement and subject to certain
conditions, the Utility is required to make a cash payment to
holders of allowed Class 5 Claims of all accrued and unpaid pre-
and post-petition interest.  Interest accruing on and after
the initial payment date shall be paid quarterly in arrears.
PG&E Corporation and the Utility have agreed to amend the
Plan to provide that the placement fee to be divided among the
holders of certain allowed claims will be increased from an
approximately 1.5%, or $40 million, placement fee to an
approximately 2.5%, or $67 million, placement fee.  The
Utility will pay an additional placement fee equal to 50 basis
points in connection with any creditor notes issued by ETrans and
GTrans in connection with the Plan, that have a maturity date
longer than ten years.
The Settlement also provides that the interest rates on
new notes issued to creditors in accordance with the Plan will
increase in an amount equal to the increase in the spread over
treasuries ("Electric Index Spread") quoted in the Lehman Brothers
Electric Utility Corporate Bond Index (the "Electric Index") that
may occur between the date the new notes are priced and the next
marked Electric Index quotation occurring on or after the twentieth
trading day after the pricing date, subject to a maximum increase
of 25 basis points.
Other than with respect to the Ad Hoc Committee's agreement to
withdraw its objection to the Disclosure Statement and Plan, the
Settlement shall become effective only if the Bankruptcy Court
approves the disclosure statement describing the Plan, the
Settlement (and the agreements contemplated by the Settlement) is
approved by the Bankruptcy Court, and holders of Class 5 Claims,
including each Ad Hoc Committee member, holding in the aggregate at
least $3 billion (or such lesser amount as PG&E Corporation and
the Utility may, in their sole discretion, determine) in allowed
Class 5 Claims shall have entered into agreements to carry out the
terms of the Settlement.
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 14, 2002