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:  October 21, 1999




                            PG&E Corporation
           -----------------------------------------------------
          (Exact Name of Registrant as Specified in its Charter)



         California                 1-12609          94-3234914
   -----------------------------------------------------------------
   (State or other Jurisdiction    (Commission       (IRS Employer
      of Incorporation)            File Number)    entification No.)




                               PG&E Corporation
                     One Market, Spear Tower, Suite 2400
                       San Francisco, California 94105
             --------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                              (415) 267-7000
             ---------------------------------------------------
              (Registrant's telephone number, including area code)

<PAGE>


Item 5.  Other Events


A.  Share Repurchase

On October 20, 1999, the Board of Directors of PG&E
Corporation  authorized an additional $500 million for the
purpose of repurchasing shares of the Corporation's common
stock. This authorization supplements the approximately $40
million remaining from the amount previously authorized by
the Board of Directors on December 17, 1997.  Such
repurchases may be effected from time to time through
brokers and dealers on the New York Stock Exchange and/or
the Pacific Exchange or in one or more privately negotiated
transactions which may include accelerated share
repurchases.  The authorization for share repurchase extends
through September 30, 2001.

B.  Proposed Amendments to Articles of Incorporation and
    Bylaw Amendments

On October 20, 1999, the Board of Directors of PG&E
Corporation approved an amendment to the Articles of
Incorporation to reduce the supermajority shareholder vote
requirement found in Article Eighth (the Fair Price
Provision) for certain Business Combinations (as defined in
the Fair Price Provision) to a simple majority vote of
outstanding shares.  At the 1999 annual meeting of
shareholders, the shareholders approved a shareholder
proposal recommending that the Board of Directors reinstate
simple majority voting for matters submitted to
shareholders.  The only matters requiring more than a simple
majority vote of shareholders are those covered by the Fair
Price Provision.

The Board also approved an amendment to the Fair Price
Provision to require that a Business Combination also either
(i) be approved by the Board of Directors without counting
the vote of any director who is not a Disinterested Director
(as defined in the Fair Price Provision), or (ii) meet
certain fair price criteria and procedural requirements
described in the Fair Price Provision.  Currently, if the
Business Combination has been approved by the Board of
Directors without counting the vote of any director who is
not a Disinterested Director or meets the fair price
criteria and other procedural requirements, a supermajority
shareholder vote is not required.  The proposed amendments
will not be effective until approved by a majority of PG&E
Corporation's outstanding shares and a certificate of
amendment is filed with the California Secretary of State.
The Board of Directors also approved the solicitation of
proxies from the Corporation's shareholders to approve the
proposed amendments to the Articles of Incorporation at the
2000 annual meeting of shareholders.

In addition, on October 20, 1999, the Board of Directors of
PG&E Corporation approved amendments to PG&E Corporation's
Bylaws to (i) require a shareholder to give advance notice
to the

<PAGE>

Corporation of director nominations and other
proposals that the shareholder intends to present for action
at shareholder meetings, and (ii) establish certain
administrative procedures regarding shareholder action by
written consent.  The amended Bylaws are filed as an exhibit
to this report.  Under amended Article I, Section 2 of the
Bylaws, notice of director nominations and proposals
intended to be presented by shareholders at the annual
meeting of shareholders to be held on April 19, 2000,
assuming the matter is a proper matter for shareholder
action, must be received by the Corporate Secretary by
January 23, 2000.  As mentioned in the Corporation's 1999
proxy statement, shareholders who wish to have their
proposal considered for inclusion in the Corporation's proxy
statement in accordance with Securities and Exchange
Commission Rule 14a-8 must submit their proposal to the
Corporate Secretary no later than November 9, 1999.


Item 7.  Financial Statements, Pro Forma Financial
         Information  and Exhibits

Exhibits:

Exhibit 99   Bylaws of PG&E Corporation, as of October 20, 1999

<PAGE>

                              SIGNATURE


Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.


                          PG&E CORPORATION



                           CHRISTOPHER P. JOHNS
                       By
                           ---------------------
                           CHRISTOPHER P. JOHNS
                           Vice President and Controller
                           (PG&E Corporation)

Dated: October 21, 1999


<PAGE>
                        EXHIBIT INDEX


Exhibit No.    Description of Exhibit

99             Bylaws of PG&E Corporation, as of October 20, 1999
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5851}]
{"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": "333-01103", "film-number": "99731950"}, "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"}}
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:  October 21, 1999

                            PG&E Corporation
           -----------------------------------------------------
          (Exact Name of Registrant as Specified in its Charter)

         California                 1-12609          94-3234914
   -----------------------------------------------------------------
   (State or other Jurisdiction    (Commission       (IRS Employer
      of Incorporation)            File Number)    entification No.)

                               PG&E Corporation
                     One Market, Spear Tower, Suite 2400
                       San Francisco, California 94105
             --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                              (415) 267-7000
             ---------------------------------------------------
              (Registrant's telephone number, including area code)
Item 5.  Other Events

A.  Share Repurchase

On October 20, 1999, the Board of Directors of PG&E
Corporation  authorized an additional $500 million for the
purpose of repurchasing shares of the Corporation's common
stock. This authorization supplements the approximately $40
million remaining from the amount previously authorized by
the Board of Directors on December 17, 1997.  Such
repurchases may be effected from time to time through
brokers and dealers on the New York Stock Exchange and/or
the Pacific Exchange or in one or more privately negotiated
transactions which may include accelerated share
repurchases.  The authorization for share repurchase extends
through September 30, 2001.

B.  Proposed Amendments to Articles of Incorporation and
    Bylaw Amendments

On October 20, 1999, the Board of Directors of PG&E
Corporation approved an amendment to the Articles of
Incorporation to reduce the supermajority shareholder vote
requirement found in Article Eighth (the Fair Price
Provision) for certain Business Combinations (as defined in
the Fair Price Provision) to a simple majority vote of
outstanding shares.  At the 1999 annual meeting of
shareholders, the shareholders approved a shareholder
proposal recommending that the Board of Directors reinstate
simple majority voting for matters submitted to
shareholders.  The only matters requiring more than a simple
majority vote of shareholders are those covered by the Fair
Price Provision.

The Board also approved an amendment to the Fair Price
Provision to require that a Business Combination also either
(i) be approved by the Board of Directors without counting
the vote of any director who is not a Disinterested Director
(as defined in the Fair Price Provision), or (ii) meet
certain fair price criteria and procedural requirements
described in the Fair Price Provision.  Currently, if the
Business Combination has been approved by the Board of
Directors without counting the vote of any director who is
not a Disinterested Director or meets the fair price
criteria and other procedural requirements, a supermajority
shareholder vote is not required.  The proposed amendments
will not be effective until approved by a majority of PG&E
Corporation's outstanding shares and a certificate of
amendment is filed with the California Secretary of State.
The Board of Directors also approved the solicitation of
proxies from the Corporation's shareholders to approve the
proposed amendments to the Articles of Incorporation at the
2000 annual meeting of shareholders.

In addition, on October 20, 1999, the Board of Directors of
PG&E Corporation approved amendments to PG&E Corporation's
Bylaws to (i) require a shareholder to give advance notice
to the
Corporation of director nominations and other
proposals that the shareholder intends to present for action
at shareholder meetings, and (ii) establish certain
administrative procedures regarding shareholder action by
written consent.  The amended Bylaws are filed as an exhibit
to this report.  Under amended Article I, Section 2 of the
Bylaws, notice of director nominations and proposals
intended to be presented by shareholders at the annual
meeting of shareholders to be held on April 19, 2000,
assuming the matter is a proper matter for shareholder
action, must be received by the Corporate Secretary by
January 23, 2000.  As mentioned in the Corporation's 1999
proxy statement, shareholders who wish to have their
proposal considered for inclusion in the Corporation's proxy
statement in accordance with Securities and Exchange
Commission Rule 14a-8 must submit their proposal to the
Corporate Secretary no later than November 9, 1999.

Item 7.  Financial Statements, Pro Forma Financial
         Information  and Exhibits

Exhibits:

Exhibit 99   Bylaws of PG&E Corporation, as of October 20, 1999
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.

                          PG&E CORPORATION

                           CHRISTOPHER P. JOHNS
                       By
                           ---------------------
                           CHRISTOPHER P. JOHNS
                           Vice President and Controller
                           (PG&E Corporation)

Dated: October 21, 1999
EXHIBIT INDEX

Exhibit No.    Description of Exhibit

99             Bylaws of PG&E Corporation, as of October 20, 1999