<html>
<head>
<title>Form 8-K-9/22/05</title>
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<p align="center"><b>UNITED STATES</b></p>
</td>
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<td colspan="5" valign="top" width="682">
<p align="center"><b>SECURITIES AND EXCHANGE COMMISSION</b></p>
</td>
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<p align="center"><b>Washington, D.C.&nbsp; 20549</b></p>
</td>
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<td colspan="5" valign="top" width="682">
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b></p>
</td>
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<td colspan="5" valign="top" width="682">
<p align="center"><b>FORM 8-K</b></p>
</td>
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<td colspan="5" valign="top" width="682">
<p align="center"><b>CURRENT REPORT</b></p>
</td>
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<td colspan="5" valign="top" width="682">
<p align="center"><b>Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934</b></p>
</td>
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<tr>
<td colspan="5" valign="top" width="682">
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b></p>
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<td colspan="5" valign="top" width="682">
<p align="center"><b>Date of Report: September 21, 2005<br>
</b>(Date of earliest event reported)</p>

<p align="center">
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b></p>
</td>
</tr>

<tr>
<td colspan="5" valign="top" width="682">
<p align="center"><b><font size="5">PG&amp;E CORPORATION</font></b></p>
</td>
</tr>

<tr>
<td colspan="5" valign="top" width="682">
<p align="center">(Exact Name of Registrant as specified in
Charter)</p>
</td>
</tr>

<tr>
<td valign="top" width="284">
<p align="center"><b><u>California</u></b></p>
</td>
<td colspan="2" valign="top" width="200">
<p align="center"><b><u>1-12609</u></b></p>
</td>
<td colspan="2" valign="top" width="194">
<p align="center"><b><u>94-3234914</u></b></p>
</td>
</tr>

<tr>
<td valign="top" width="284">
<p align="center">(State or other jurisdiction of
incorporation)</p>
</td>
<td colspan="2" valign="top" width="200">
<p align="center">
 (Commission File Number)<br>
</p>
</td>
<td colspan="2" valign="top" width="194">
<p align="center">(IRS Employer<br />
 Identification No.)</p>
</td>
</tr>

<tr>
<td colspan="2" valign="top" width="436">
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b>
</td>
<td colspan="3" valign="top" width="244">
</td>
</tr>

<tr>
<td colspan="2" valign="top" width="436">
<p align="center"><b><u>One Market, Spear Tower, Suite 2400, San
Francisco, CA</u></b></p>
</td>
<td colspan="3" valign="top" width="244">
<p align="center"><b><u>94105</u></b></p>
</td>
</tr>

<tr>
<td colspan="2" valign="top" width="436">
<p align="center">(Address of principal executive offices)</p>
</td>
<td colspan="3" valign="top" width="244">
<p align="center">(Zip code)</p>
</td>
</tr>

<tr>
<td colspan="5" valign="top" width="682">
<p align="center"><b><u>415-267-7000</u></b></p>
</td>
</tr>

<tr>
<td colspan="5" valign="top" width="682">
<p align="center">(Registrant&rsquo;s Telephone Number,
Including Area Code)</p>
</td>
</tr>

<tr>
<td colspan="5" valign="top" width="682">
<p align="center"><b><u>N/A</u></b></p>
</td>
</tr>

<tr>
<td colspan="5" valign="top" width="682">
<p align="center">(Former Name or Former Address, if Changed
Since Last Report)</p>
</td>
</tr>

<tr>
<td colspan="5" valign="top" width="682">
<p align="center"><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b></p>
</td>
</tr>

<tr>
<td colspan="5" valign="top" width="682">
<p align="center"><b><font size="5">PACIFIC GAS AND ELECTRIC COMPANY</font></b></p>
</td>
</tr>

<tr>
<td colspan="5" valign="top" width="682">
<p align="center">(Exact Name of Registrant as specified in
Charter)</p>
</td>
</tr>

<tr>
<td valign="top" width="284">
<p align="center"><b><u>California</u></b></p>
</td>
<td colspan="2" valign="top" width="200">
<p align="center"><b><u>1-2348</u></b></p>
</td>
<td colspan="2" valign="top" width="194">
<p align="center"><b><u>94-0742640</u></b></p>
</td>
</tr>

<tr>
<td valign="top" width="284">
<p align="center">(State or other jurisdiction of
incorporation)</p>
</td>
<td colspan="2" valign="top" width="200">
<p align="center">
 (Commission File Number)</p>
</td>
<td colspan="2" valign="top" width="194">
<p align="center">(IRS Employer<br />
 Identification No.)</p>
</td>
</tr>

<tr>
<td valign="top" width="284">
<p align="center">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
</td>
<td colspan="2" valign="top" width="200"></td>
<td colspan="2" valign="top" width="194"></td>
</tr>

<tr>
<td colspan="4" valign="top" width="533">
<p align="center"><b><u>77 Beale Street, P. O. Box 770000, San
Francisco, California</u></b></p>
</td>
<td valign="top" width="147">
<p align="center"><b><u>94177</u></b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top" width="533">
<p align="center">(Address of principal executive offices)</p>
</td>
<td valign="top" width="147">
<p align="center">(Zip code)</p>
</td>
</tr>

<tr>
<td colspan="5" valign="top" width="682">
<p align="center"><b><u>(415) 973-7000</u></b></p>
</td>
</tr>

<tr>
<td colspan="5" valign="top" width="682">
<p align="center">(Registrant&rsquo;s Telephone Number,
Including Area Code)</p>
</td>
</tr>

<tr>
<td colspan="5" valign="top" width="682">
<p align="center"><b><u>N/A</u></b></p>
</td>
</tr>

<tr>
<td colspan="5" valign="top" width="682">
<p align="center">(Former Name or Former Address, if Changed
Since Last Report)</p>
</td>
</tr>

<tr>
<td colspan="5" valign="top" width="682"></td>
</tr>

<tr>
<td colspan="5" valign="top" width="682">
<p><br />
 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):</p>
</td>
</tr>
</table>

<table border="0" cellspacing="0" cellpadding="0" width="624">
<tr>
<td valign="top">
<p>[&nbsp;]</p>
</td>
<td valign="top">
<p>&nbsp;&nbsp;&nbsp;</p>
</td>
<td valign="top">
<p>Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)</p>
</td>
</tr>

<tr>
<td valign="top">
<p>[&nbsp;]</p>
</td>
<td valign="top"></td>
<td valign="top">
<p>Soliciting Material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)</p>
</td>
</tr>

<tr>
<td valign="top">
<p>[&nbsp;]</p>
</td>
<td valign="top"></td>
<td valign="top">
<p>Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act<br />
 (17 CFR 240.14d-2(b)</p>
</td>
</tr>

<tr>
<td valign="top">
<p>[&nbsp;]</p>
</td>
<td valign="top"></td>
<td valign="top">
<p>Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act<br />
 (17 CFR 240.13e-4(c))</p>
</td>
</tr>
</table>

<br clear="all" />


<hr>


<p><b>Item 1.01 Entry into a Material Definitive
Agreement&nbsp;</b></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
September 21, 2005, the Board of Directors of PG&amp;E Corporation
elected Peter A. Darbee, 52, currently President and Chief
Executive Officer of PG&amp;E Corporation, to serve as Chairman of
the Boards of Directors of PG&amp;E Corporation and Pacific Gas and
Electric Company (Utility) and as Chief Executive Officer and
President of PG&amp;E Corporation, effective January 1, 2006,
replacing Robert D. Glynn, Jr. who is retiring as Chairman of the
Boards of Directors on December 31, 2005, as previously
announced.&nbsp; Mr. Darbee has served as President and Chief
Executive Officer of PG&amp;E Corporation since January 1,
2005.&nbsp; From September 20, 1999 to December 31, 2004, Mr.
Darbee served as Senior Vice President and Chief Financial Officer
of PG&amp;E Corporation.&nbsp; He also served as the Treasurer of
PG&amp;E Corporation until July 8, 2001.&nbsp;</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
addition, the Boards of Directors of PG&amp;E Corporation and the
Utility elected Thomas B. King, 43, currently Executive Vice
President and Chief Operating Officer of the Utility, to serve as
President and Chief Executive Officer of the Utility, as a director
of the Utility, and as a Senior Vice President of PG&amp;E
Corporation, effective January 1, 2006.&nbsp; Mr. King will succeed
Gordon R. Smith, currently President and Chief Executive Officer
and a director of the Utility and a Senior Vice President of
PG&amp;E Corporation.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
September 21, 2005, PG&amp;E Corporation and Mr. Smith voluntarily
entered into a severance agreement that provides that Mr. Smith
will resign from all his positions with the Utility and PG&amp;E
Corporation effective December 31, 2005.&nbsp; The agreement sets
forth the terms and conditions of Mr. Smith&rsquo;s separation from
PG&amp;E Corporation.&nbsp; Among other terms, the agreement
provides that Mr. Smith will be entitled to receive a lump sum
payment equal to two times his annual base salary plus the amount
of his 2005 target bonus under the PG&amp;E Corporation Short-Term
Incentive Plan (STIP) for an aggregate amount of $2.8
million.&nbsp; In consideration of the payments and benefits to be
received under the agreement, Mr. Smith agrees to release PG&amp;E
Corporation, the Utility, their subsidiaries, officers, directors,
and others, from all claims, liabilities or obligations of any kind
and nature, whether known or unknown, as specified in the
agreement.&nbsp; Mr. Smith also agrees not to engage in unfair
competition against PG&amp;E Corporation and agrees that for a
period of one year beginning January 1, 2006, he will not solicit
employees, existing or prospective customers, or existing or
prospective vendors.</p>

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

<p><b>Item 5.02 Departure of Directors or Principal Officers,
Election of Directors; Appointment of Principal Officers</b></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
information set forth above in Item 1.01 regarding the appointment
of Peter A. Darbee as Chairman of the Boards of Directors of
PG&amp;E Corporation and the Utility and as Chief Executive Officer
and President of PG&amp;E Corporation and the appointment of Thomas
B. King as President and Chief Executive Officer of the Utility, as
a director of the Utility, and as a Senior Vice President of
PG&amp;E Corporation, to succeed Gordon R. Smith effective January
1, 2006, is hereby incorporated into Item 5.02 of this report by
reference.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.
King has served as Executive Vice President and Chief Operating
Officer of the Utility since August 2, 2004.&nbsp; From November 1,
2003 to August 1, 2004, he was Senior Vice President and Chief of
Utility Operations at the Utility.&nbsp; Prior to November 1, 2003,
Mr. King had been a Senior Vice President of PG&amp;E Corporation
from January 1, 1999.&nbsp;&nbsp; Since 1999, Mr. King also held
various executive positions at PG&amp;E National Energy Group,
Inc., a former subsidiary of PG&amp;E Corporation (NEG), involved
in power generation, natural gas transmission, and wholesale energy
marketing and trading.&nbsp; Mr. King focused his activities
primarily in NEG&rsquo;s natural gas transmission business.&nbsp;
From November 15, 2002 to July 8, 2003, Mr. King served as the
President and as a director of NEG.&nbsp;</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Also,
on September 21, 2005, the Board of Directors of the Utility
elected Christopher P. Johns, 45, currently Senior Vice President,
Chief Financial Officer and Controller of PG&amp;E Corporation, to
serve as the Senior Vice President, Chief Financial Officer and
Treasurer of the Utility effective October 1, 2005.&nbsp; Mr. Johns
has served as the Senior Vice President and Controller of PG&amp;E
Corporation since September 19, 2001 and has served additionally as
Chief Financial Officer since January 1, 2005.&nbsp; Mr. Johns was
the Vice President and Controller of PG&amp;E Corporation from July
1, 1997 to September 18, 2001.&nbsp;</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.
Johns will replace Kent M. Harvey, 47, who has been elected by the
Board of Directors of PG&amp;E Corporation to serve in the new
position of Senior Vice President and Chief Risk and Audit Officer
of PG&amp;E Corporation effective October 1, 2005.&nbsp; Mr. Harvey
has been the Senior Vice President, Chief Financial Officer, and
Treasurer of the Utility since January 1, 2000.&nbsp; From January
1, 2000 to October 31, 2000 he also served as Controller of the
Utility.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors of PG&amp;E Corporation also elected G. Robert
Powell, 42, to serve as Vice President and Controller of PG&amp;E
Corporation effective October 4, 2005.&nbsp; On such date, Mr.
Johns&rsquo; title will become Senior Vice President, Chief
Financial Officer and Treasurer of PG&amp;E Corporation.&nbsp;
Before joining PG&amp;E Corporation, Mr. Powell was a partner with
PricewaterhouseCoopers LLC, a registered public accounting firm,
since 2002.&nbsp; Mr. Powell practiced in the firm&rsquo;s national
energy and utilities practice.&nbsp; From 1990 to 2002, Mr. Powell
was a partner with Arthur Andersen LLP, working in the firm&rsquo;s
energy and communications practice group.&nbsp; PG&amp;E
Corporation has agreed to pay Mr. Powell an annual base salary of
$280,000 and a one-time bonus of $225,000.&nbsp; If Mr. Powell
leaves PG&amp;E Corporation within one year of his hire date, he
will be required to refund a prorated portion of this bonus.&nbsp;
Mr. Powell also will receive relocation assistance in the form of a
$3,000 monthly mortgage subsidy for a period of 48 months.&nbsp;
Mr. Powell also will be eligible to participate in the STIP with a
target participation rate equal to 45% of his annual base salary,
or $126,000, which amount will be prorated for 2005. &nbsp; Maximum
awards under the STIP equal two times annual salary.&nbsp; Actual
STIP awards are determined by the Nominating, Compensation and
Governance Committee of the PG&amp;E Corporation Board of Directors
(Committee) based on the extent to which certain pre-established
performance criteria are met.&nbsp; Mr. Powell also will be
eligible to receive equity awards under the PG&amp;E Corporation
Long Term Incentive Plan in 2006 as determined by the Committee,
and is entitled to receive a perquisite allowance and other
benefits generally provided to PG&amp;E Corporation
employees.&nbsp;&nbsp;</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.
Darbee, Mr. King, Mr. Johns, Mr. Harvey, and Mr. Powell do not have
any relationships or related transactions with PG&amp;E Corporation
or the Utility that would require disclosure pursuant to Item
401(d) or Item 404(a) of Securities and Exchange Commission
Regulation S-K.</p>

<p></p>

<p></p>

<p><b>Item 8.01 Other Events</b></p>

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

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
September 22, 2005, the California Public Utilities Commission
(CPUC) voted to approve the Utility&rsquo;s application to spend up
to $49 million on pre-deployment activities to implement an
advanced metering infrastructure for residential and small
commercial customers.&nbsp; The CPUC authorized the Utility to
recover from customers up to $11.7 million in pre-deployment
expenses and $37.4 million in pre-deployment capital
additions.&nbsp; The pre-deployment phase consists of activities to
prepare the Utility&rsquo;s existing systems to accept data from
its proposed advanced metering system, and to establish and test
processes for meter and communication system installation and
billing.&nbsp; The authorized pre-deployment funding translates
into combined electric and gas distribution revenue requirements of
approximately $13.8 million in 2005, $6.3 million in 2006, and $6.2
million in 2007.&nbsp;</p>

<p></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
previously reported, in a separate proceeding in June 2005, the
Utility filed with the CPUC an application for deployment of its
full advanced metering infrastructure project at an estimated cost
of $1.46 billion, including an estimated capital cost of $1.26
billion, based on a five-year installation schedule for virtually
all of the Utility's electric and gas customers starting in
2006.&nbsp; A final CPUC decision is expected in May 2006.&nbsp;
PG&amp;E Corporation and the Utility cannot predict whether the
CPUC will approve this application.</p>

<p></p>

<hr>

<br clear="all" />


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

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

<tr>
<td valign="top">
<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.<br />
 </p>
</td>
</tr>

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

<table border="0" cellspacing="0" cellpadding="0" width="643">
<tr>
<td valign="top">
<p>
&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;</p>
</td>
<td valign="top">
<p>&nbsp;&nbsp;&nbsp;&nbsp;</p>
</td>
<td valign="top">
<p>PG&amp;E CORPORATION</p>
</td>
</tr>

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

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

<tr>
<td valign="top"></td>
<td valign="top"></td>
<td valign="top">
<p><u>LINDA Y.H. CHENG</u><u>&nbsp;&nbsp;&nbsp;&nbsp;</u></p>
</td>
</tr>

<tr>
<td valign="top"></td>
<td valign="top"></td>
<td valign="top">
<p>Linda Y. H. Cheng<br />
 Vice President and Corporate Secretary</p>
</td>
</tr>

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

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

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

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

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

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

<tr>
<td valign="top"></td>
<td valign="top"></td>
<td valign="top">
<p><u>LINDA Y.H. CHENG&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>
</td>
</tr>

<tr>
<td valign="top"></td>
<td valign="top"></td>
<td valign="top">
<p>Linda Y. H. Cheng<br />
 Vice President and Corporate Secretary</p>
</td>
</tr>
</table>

<p></p>

<p></p>

<p>Dated:&nbsp; September 22, 2005</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": "051098076"}, "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"}}
Form 8-K-9/22/05
UNITED STATES
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: September 21, 2005
(Date of earliest event reported)
PG&E CORPORATION
(Exact Name of Registrant as specified in
Charter)
California
1-12609
94-3234914
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
One Market, Spear Tower, Suite 2400, San
Francisco, CA
94105
(Address of principal executive offices)
(Zip code)
415-267-7000
(Registrant's Telephone Number,
Including Area Code)
N/A
(Former Name or Former Address, if Changed
Since Last Report)
PACIFIC GAS AND ELECTRIC COMPANY
(Exact Name of Registrant as specified in
Charter)
California
1-2348
94-0742640
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
77 Beale Street, P. O. Box 770000, San
Francisco, California
94177
(Address of principal executive offices)
(Zip code)
(415) 973-7000
(Registrant's Telephone Number,
Including Area Code)
N/A
(Former Name or Former Address, if Changed
Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting Material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
(17 CFR 240.14d-2(b)
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive
Agreement
On
September 21, 2005, the Board of Directors of PG&E Corporation
elected Peter A. Darbee, 52, currently President and Chief
Executive Officer of PG&E Corporation, to serve as Chairman of
the Boards of Directors of PG&E Corporation and Pacific Gas and
Electric Company (Utility) and as Chief Executive Officer and
President of PG&E Corporation, effective January 1, 2006,
replacing Robert D. Glynn, Jr. who is retiring as Chairman of the
Boards of Directors on December 31, 2005, as previously
announced.  Mr. Darbee has served as President and Chief
Executive Officer of PG&E Corporation since January 1,
2005.  From September 20, 1999 to December 31, 2004, Mr.
Darbee served as Senior Vice President and Chief Financial Officer
of PG&E Corporation.  He also served as the Treasurer of
PG&E Corporation until July 8, 2001.
In
addition, the Boards of Directors of PG&E Corporation and the
Utility elected Thomas B. King, 43, currently Executive Vice
President and Chief Operating Officer of the Utility, to serve as
President and Chief Executive Officer of the Utility, as a director
of the Utility, and as a Senior Vice President of PG&E
Corporation, effective January 1, 2006.  Mr. King will succeed
Gordon R. Smith, currently President and Chief Executive Officer
and a director of the Utility and a Senior Vice President of
PG&E Corporation.
On
September 21, 2005, PG&E Corporation and Mr. Smith voluntarily
entered into a severance agreement that provides that Mr. Smith
will resign from all his positions with the Utility and PG&E
Corporation effective December 31, 2005.  The agreement sets
forth the terms and conditions of Mr. Smith's separation from
PG&E Corporation.  Among other terms, the agreement
provides that Mr. Smith will be entitled to receive a lump sum
payment equal to two times his annual base salary plus the amount
of his 2005 target bonus under the PG&E Corporation Short-Term
Incentive Plan (STIP) for an aggregate amount of $2.8
million.  In consideration of the payments and benefits to be
received under the agreement, Mr. Smith agrees to release PG&E
Corporation, the Utility, their subsidiaries, officers, directors,
and others, from all claims, liabilities or obligations of any kind
and nature, whether known or unknown, as specified in the
agreement.  Mr. Smith also agrees not to engage in unfair
competition against PG&E Corporation and agrees that for a
period of one year beginning January 1, 2006, he will not solicit
employees, existing or prospective customers, or existing or
prospective vendors.
Item 5.02 Departure of Directors or Principal Officers,
Election of Directors; Appointment of Principal Officers
The
information set forth above in Item 1.01 regarding the appointment
of Peter A. Darbee as Chairman of the Boards of Directors of
PG&E Corporation and the Utility and as Chief Executive Officer
and President of PG&E Corporation and the appointment of Thomas
B. King as President and Chief Executive Officer of the Utility, as
a director of the Utility, and as a Senior Vice President of
PG&E Corporation, to succeed Gordon R. Smith effective January
1, 2006, is hereby incorporated into Item 5.02 of this report by
reference.
Mr.
King has served as Executive Vice President and Chief Operating
Officer of the Utility since August 2, 2004.  From November 1,
2003 to August 1, 2004, he was Senior Vice President and Chief of
Utility Operations at the Utility.  Prior to November 1, 2003,
Mr. King had been a Senior Vice President of PG&E Corporation
from January 1, 1999.   Since 1999, Mr. King also held
various executive positions at PG&E National Energy Group,
Inc., a former subsidiary of PG&E Corporation (NEG), involved
in power generation, natural gas transmission, and wholesale energy
marketing and trading.  Mr. King focused his activities
primarily in NEG's natural gas transmission business. 
From November 15, 2002 to July 8, 2003, Mr. King served as the
President and as a director of NEG.
Also,
on September 21, 2005, the Board of Directors of the Utility
elected Christopher P. Johns, 45, currently Senior Vice President,
Chief Financial Officer and Controller of PG&E Corporation, to
serve as the Senior Vice President, Chief Financial Officer and
Treasurer of the Utility effective October 1, 2005.  Mr. Johns
has served as the Senior Vice President and Controller of PG&E
Corporation since September 19, 2001 and has served additionally as
Chief Financial Officer since January 1, 2005.  Mr. Johns was
the Vice President and Controller of PG&E Corporation from July
1, 1997 to September 18, 2001.
Mr.
Johns will replace Kent M. Harvey, 47, who has been elected by the
Board of Directors of PG&E Corporation to serve in the new
position of Senior Vice President and Chief Risk and Audit Officer
of PG&E Corporation effective October 1, 2005.  Mr. Harvey
has been the Senior Vice President, Chief Financial Officer, and
Treasurer of the Utility since January 1, 2000.  From January
1, 2000 to October 31, 2000 he also served as Controller of the
Utility.
The
Board of Directors of PG&E Corporation also elected G. Robert
Powell, 42, to serve as Vice President and Controller of PG&E
Corporation effective October 4, 2005.  On such date, Mr.
Johns' title will become Senior Vice President, Chief
Financial Officer and Treasurer of PG&E Corporation. 
Before joining PG&E Corporation, Mr. Powell was a partner with
PricewaterhouseCoopers LLC, a registered public accounting firm,
since 2002.  Mr. Powell practiced in the firm's national
energy and utilities practice.  From 1990 to 2002, Mr. Powell
was a partner with Arthur Andersen LLP, working in the firm's
energy and communications practice group.  PG&E
Corporation has agreed to pay Mr. Powell an annual base salary of
$280,000 and a one-time bonus of $225,000.  If Mr. Powell
leaves PG&E Corporation within one year of his hire date, he
will be required to refund a prorated portion of this bonus. 
Mr. Powell also will receive relocation assistance in the form of a
$3,000 monthly mortgage subsidy for a period of 48 months. 
Mr. Powell also will be eligible to participate in the STIP with a
target participation rate equal to 45% of his annual base salary,
or $126,000, which amount will be prorated for 2005.   Maximum
awards under the STIP equal two times annual salary.  Actual
STIP awards are determined by the Nominating, Compensation and
Governance Committee of the PG&E Corporation Board of Directors
(Committee) based on the extent to which certain pre-established
performance criteria are met.  Mr. Powell also will be
eligible to receive equity awards under the PG&E Corporation
Long Term Incentive Plan in 2006 as determined by the Committee,
and is entitled to receive a perquisite allowance and other
benefits generally provided to PG&E Corporation
employees.
Mr.
Darbee, Mr. King, Mr. Johns, Mr. Harvey, and Mr. Powell do not have
any relationships or related transactions with PG&E Corporation
or the Utility that would require disclosure pursuant to Item
401(d) or Item 404(a) of Securities and Exchange Commission
Regulation S-K.
Item 8.01 Other Events
On
September 22, 2005, the California Public Utilities Commission
(CPUC) voted to approve the Utility's application to spend up
to $49 million on pre-deployment activities to implement an
advanced metering infrastructure for residential and small
commercial customers.  The CPUC authorized the Utility to
recover from customers up to $11.7 million in pre-deployment
expenses and $37.4 million in pre-deployment capital
additions.  The pre-deployment phase consists of activities to
prepare the Utility's existing systems to accept data from
its proposed advanced metering system, and to establish and test
processes for meter and communication system installation and
billing.  The authorized pre-deployment funding translates
into combined electric and gas distribution revenue requirements of
approximately $13.8 million in 2005, $6.3 million in 2006, and $6.2
million in 2007.
As
previously reported, in a separate proceeding in June 2005, the
Utility filed with the CPUC an application for deployment of its
full advanced metering infrastructure project at an estimated cost
of $1.46 billion, including an estimated capital cost of $1.26
billion, based on a five-year installation schedule for virtually
all of the Utility's electric and gas customers starting in
2006.  A final CPUC decision is expected in May 2006. 
PG&E Corporation and the Utility cannot predict whether the
CPUC will approve this application.
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
LINDA Y.H. CHENG
Linda Y. H. Cheng
Vice President and Corporate Secretary
PACIFIC GAS AND ELECTRIC COMPANY
LINDA Y.H. CHENG
Linda Y. H. Cheng
Vice President and Corporate Secretary
Dated:  September 22, 2005