<html>
<head>
<title>Corp Util 8K 4-2-03</title>
</head>
<body>
<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">
<p align="center"><br>
</p>
</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">
<p align="center"><br>
<br>
</p>
</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">
<p align="center"><br>
</p>
</td>
</tr>

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

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

<tr>
<td colspan="4" valign="top">
<p align="center">Date of Report: April 2, 2003</p>
</td>
</tr>

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

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

<div align="center">
<hr size="2" width="100%" align="center">
</div>

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

<p>A.&nbsp; Agreement with El Paso Corporation</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
March 21, 2003, Pacific Gas and Electric Company (Utility), along
with the California Attorney General (AG), the California Public
Utilities Commission (CPUC), the California Department of Water
Resources (DWR), Southern California Edison, and a number of other
parties (collectively, the Settling Claimants) entered into a
memorandum of understanding (MOU) with El Paso Corporation (El
Paso) to settle claims against El Paso relating to the sale or
delivery of natural gas and/or electricity to or in the Western
United States from September 1996 to present, including claims that
El Paso took actions that resulted in artificially inflated gas
prices during the California energy crisis of 2000 and 2001.&nbsp;
Under the terms of the MOU, which has a nominal value of $1.69
billion, the parties plan to proceed to document and execute a
final comprehensive settlement agreement.&nbsp; Final approval by
each party will be conditioned on execution of the final
comprehensive agreement and on receiving all necessary approvals
from the CPUC, the Federal Energy Regulatory Commission (FERC), and
various courts, including, in the case of the Utility, the U.S.
Bankruptcy Court for the Northern District of California
(Bankruptcy Court).</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
consideration for the release of claims against it, among other
terms of the proposed settlement, El Paso has agreed to pay $100
million in cash upon execution of the final settlement agreement
and to issue $125 million in stock no later than the effective date
of the settlement.&nbsp; El Paso also will make additional cash
payments of $440 million, or $22 million each year for 20 years,
starting one year after the final settlement agreement is
executed.&nbsp; (El Paso has the option of making up to 50 percent
of any such payment in stock.)&nbsp; In addition, El Paso has
agreed to deliver natural gas valued at $45 million per year to the
California border over the next 20 years, beginning in January
2004.&nbsp; The periods for both the cash payment and gas
deliveries will be shortened to 15 years if El Paso obtains an
investment grade credit rating by both Standard &amp; Poor&rsquo;s
and Moody&rsquo;s Investors Service and maintains it for a period
of at least six months.&nbsp; El Paso will reduce the cost of the
DWR&rsquo;s long-term contract with El Paso by $125 million over
the remaining term of the contract. In addition to the
consideration discussed above, the settlement commits El Paso to
make key structural reforms in the operation of its pipeline.&nbsp;
These reforms include an agreement by El Paso to make available to
its California delivery points 3,290 million cubic feet per day of
firm primary pipeline capacity for the next five years.&nbsp; In
addition, during the same period, El Paso generally cannot contract
with any of its affiliates, including El Paso Merchant Energy, to
provide them capacity on the pipeline system to
California.&nbsp;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It
is uncertain whether a final executed agreement will be reached,
whether required approvals will be obtained, and how the final
agreement would affect PG&amp;E Corporation&rsquo;s and the
Utility&rsquo;s financial condition and results of
operations.&nbsp;<br>
<br>
<br>
<br>
<br>
B.&nbsp; FERC Decision to Increase Amount of Power Refunds</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
previously disclosed, on December 12, 2002, a FERC administrative
law judge (ALJ) issued an initial decision finding that certain
generators and power suppliers had overcharged California
investor-owned utilities (IOUs), the State of California (State),
and other electricity buyers by more than $1.8 billion from October
2, 2000 to June 20, 2001, but that California buyers still owe the
power companies $3.0&nbsp;billion, leaving $1.2&nbsp;billion in
unpaid bills. The FERC&rsquo;s investigation into the overcharges
had excluded the claims for refunds for overcharges that occurred
before October&nbsp;2, 2000 and excluded certain categories of
transactions that occurred after October 2, 2000.&nbsp;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
March 26, 2003, the FERC confirmed most of the ALJ&rsquo;s
findings, but modified the refund methodology in part, as discussed
below.&nbsp; A FERC spokesman has estimated the total overcharges,
using the modified methodology, at $3.3 billion.&nbsp; This higher
estimate reflects the FERC Staff Final Report on Price Manipulation
in Western Markets recommending recalculation of natural gas prices
using a new gas price methodology for calculating mitigated market
prices.&nbsp;&nbsp; The FERC said that the recalculation was
necessary because of faulty natural gas price indices that were
used previously.&nbsp; The FERC stated that it would allow the
electricity suppliers and generators to obtain an additional fuel
cost allowance if they submit evidence showing that their actual
gas costs were higher than the new calculated price, which, if
accepted by the FERC, would reduce the amount of the calculated
overcharges.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Utility has recorded $1.8 billion of claims filed by various power
generators in the Utility&rsquo;s bankruptcy case as Liabilities
Subject to Compromise.&nbsp; The Utility estimated that these
claims would have been reduced to approximately $1 billion based on
the recalculation of market prices according to the refund
methodology recommended in the ALJ&rsquo;s initial decision.&nbsp;
The recent recalculation of market prices according to the revised
methodology adopted by the FERC could result in an additional
several hundred million dollar decrease in the amount of the
generators&rsquo; claims, offset by the amount of any additional
fuel cost allowance for generators accepted by the FERC.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additional
evidence of market manipulation and artificially inflated prices
for electricity and natural gas for the period from January 1, 2000
to June 20, 2001 was presented to the FERC through March 3, 2003
and various power suppliers filed responsive materials by March 20,
2003.&nbsp; The FERC is still reviewing these materials.&nbsp; The
California parties, including the Utility, have requested that the
FERC apply its refund methodology to power purchases during the
period from May 1 through October 1, 2000.&nbsp; The
Utility&rsquo;s power purchases made up approximately 40% of
purchases in California during that period.&nbsp; The California
parties, including the Utility, estimate that if the FERC were to
apply its refund methodology to purchases made during this period,
it would result in a finding of approximately $2.3 billion of
overcharges.&nbsp; However, the FERC has indicated that, rather
than apply the refund methodology to this period, it may order
disgorgement of profits from, or impose other remedies on, certain
sellers.&nbsp; The amount of disgorged profits may be substantially
less than the total estimated amount of overcharges for this time
period.&nbsp;<br>
</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
March 26, 2003, the FERC staff recommended that the FERC issue
orders to show cause against 37 companies, including the Utility,
as to why they should not be subject to additional punishment or
disgorgement of profits.&nbsp; Until the FERC completes its review
of the additional evidence and responsive materials and issues such
orders, the Utility is not able to determine why the FERC staff
included the Utility in its recommendation.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
FERC did not act on the State&rsquo;s request to overturn or reform
approximately $20 billion in long-term power contracts that the DWR
signed during California&rsquo;s energy crisis.&nbsp; Instead, the
FERC directed the FERC staff to draft an order defining the legal
standard the FERC should apply in determining whether to abrogate
the contracts.&nbsp; Nevertheless, two of the three FERC
commissioners commented that they would oppose the State&rsquo;s
request, while the third FERC commissioner favored ordering changes
to those contracts.&nbsp;</p>

<p>C.&nbsp; Pacific Gas and Electric Company Bankruptcy - Monthly
Operating Report</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
March 31, 2003, the Utility filed its monthly operating report for
the month ended February 28, 2003 with the Bankruptcy Court.&nbsp;
The Utility's monthly operating report includes an unaudited income
statement for the month and an unaudited balance sheet dated as of
the end of the month.&nbsp; These unaudited financial statements
are attached as Exhibit 99 to this report. Although not included in
Exhibit 99, the monthly operating report also includes a statement
of receipts and disbursements, as well as other information.&nbsp;
The preliminary financial statements were prepared using certain
assumptions and estimates that are subject to revision.&nbsp; Any
adjustments for these estimates (based upon changes in facts and
circumstances, further analysis, and other factors) will be
reflected in the financial statements in the period during which
such adjustments are made.&nbsp; These adjustments could have a
material impact on reported results in the future.</p>

<p>Item 7. Financial Statements, Pro Forma Financial Information,
and Exhibits</p>

<p>Exhibit 99 - Pacific Gas and Electric Company Income Statement
for the month ended February 28, 2003, and Balance Sheet dated
February 28, 2003.</p>

<br clear="all">


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

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

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

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

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

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

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

<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;&nbsp;&nbsp;</p>
</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;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>
</td>
</tr>

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

<p>Dated:&nbsp; April 2, 2003</p>
</div>
</body>
</html>
[{"type": "8-K", "sequence": "1", "filename": "rjrfinal040203corp-utility.htm", "description": "FORM 8-K", "secsgml_size_bytes": 19197}]
{"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": "03637489"}, "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"}}
Corp Util 8K 4-2-03
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: April 2, 2003
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.  Agreement with El Paso Corporation
On
March 21, 2003, Pacific Gas and Electric Company (Utility), along
with the California Attorney General (AG), the California Public
Utilities Commission (CPUC), the California Department of Water
Resources (DWR), Southern California Edison, and a number of other
parties (collectively, the Settling Claimants) entered into a
memorandum of understanding (MOU) with El Paso Corporation (El
Paso) to settle claims against El Paso relating to the sale or
delivery of natural gas and/or electricity to or in the Western
United States from September 1996 to present, including claims that
El Paso took actions that resulted in artificially inflated gas
prices during the California energy crisis of 2000 and 2001. 
Under the terms of the MOU, which has a nominal value of $1.69
billion, the parties plan to proceed to document and execute a
final comprehensive settlement agreement.  Final approval by
each party will be conditioned on execution of the final
comprehensive agreement and on receiving all necessary approvals
from the CPUC, the Federal Energy Regulatory Commission (FERC), and
various courts, including, in the case of the Utility, the U.S.
Bankruptcy Court for the Northern District of California
(Bankruptcy Court).
As
consideration for the release of claims against it, among other
terms of the proposed settlement, El Paso has agreed to pay $100
million in cash upon execution of the final settlement agreement
and to issue $125 million in stock no later than the effective date
of the settlement.  El Paso also will make additional cash
payments of $440 million, or $22 million each year for 20 years,
starting one year after the final settlement agreement is
executed.  (El Paso has the option of making up to 50 percent
of any such payment in stock.)  In addition, El Paso has
agreed to deliver natural gas valued at $45 million per year to the
California border over the next 20 years, beginning in January
2004.  The periods for both the cash payment and gas
deliveries will be shortened to 15 years if El Paso obtains an
investment grade credit rating by both Standard & Poor's
and Moody's Investors Service and maintains it for a period
of at least six months.  El Paso will reduce the cost of the
DWR's long-term contract with El Paso by $125 million over
the remaining term of the contract. In addition to the
consideration discussed above, the settlement commits El Paso to
make key structural reforms in the operation of its pipeline. 
These reforms include an agreement by El Paso to make available to
its California delivery points 3,290 million cubic feet per day of
firm primary pipeline capacity for the next five years.  In
addition, during the same period, El Paso generally cannot contract
with any of its affiliates, including El Paso Merchant Energy, to
provide them capacity on the pipeline system to
California.
It
is uncertain whether a final executed agreement will be reached,
whether required approvals will be obtained, and how the final
agreement would affect PG&E Corporation's and the
Utility's financial condition and results of
operations.
B.  FERC Decision to Increase Amount of Power Refunds
As
previously disclosed, on December 12, 2002, a FERC administrative
law judge (ALJ) issued an initial decision finding that certain
generators and power suppliers had overcharged California
investor-owned utilities (IOUs), the State of California (State),
and other electricity buyers by more than $1.8 billion from October
2, 2000 to June 20, 2001, but that California buyers still owe the
power companies $3.0 billion, leaving $1.2 billion in
unpaid bills. The FERC's investigation into the overcharges
had excluded the claims for refunds for overcharges that occurred
before October 2, 2000 and excluded certain categories of
transactions that occurred after October 2, 2000.
On
March 26, 2003, the FERC confirmed most of the ALJ's
findings, but modified the refund methodology in part, as discussed
below.  A FERC spokesman has estimated the total overcharges,
using the modified methodology, at $3.3 billion.  This higher
estimate reflects the FERC Staff Final Report on Price Manipulation
in Western Markets recommending recalculation of natural gas prices
using a new gas price methodology for calculating mitigated market
prices.   The FERC said that the recalculation was
necessary because of faulty natural gas price indices that were
used previously.  The FERC stated that it would allow the
electricity suppliers and generators to obtain an additional fuel
cost allowance if they submit evidence showing that their actual
gas costs were higher than the new calculated price, which, if
accepted by the FERC, would reduce the amount of the calculated
overcharges.
The
Utility has recorded $1.8 billion of claims filed by various power
generators in the Utility's bankruptcy case as Liabilities
Subject to Compromise.  The Utility estimated that these
claims would have been reduced to approximately $1 billion based on
the recalculation of market prices according to the refund
methodology recommended in the ALJ's initial decision. 
The recent recalculation of market prices according to the revised
methodology adopted by the FERC could result in an additional
several hundred million dollar decrease in the amount of the
generators' claims, offset by the amount of any additional
fuel cost allowance for generators accepted by the FERC.
Additional
evidence of market manipulation and artificially inflated prices
for electricity and natural gas for the period from January 1, 2000
to June 20, 2001 was presented to the FERC through March 3, 2003
and various power suppliers filed responsive materials by March 20,
2003.  The FERC is still reviewing these materials.  The
California parties, including the Utility, have requested that the
FERC apply its refund methodology to power purchases during the
period from May 1 through October 1, 2000.  The
Utility's power purchases made up approximately 40% of
purchases in California during that period.  The California
parties, including the Utility, estimate that if the FERC were to
apply its refund methodology to purchases made during this period,
it would result in a finding of approximately $2.3 billion of
overcharges.  However, the FERC has indicated that, rather
than apply the refund methodology to this period, it may order
disgorgement of profits from, or impose other remedies on, certain
sellers.  The amount of disgorged profits may be substantially
less than the total estimated amount of overcharges for this time
period.
On
March 26, 2003, the FERC staff recommended that the FERC issue
orders to show cause against 37 companies, including the Utility,
as to why they should not be subject to additional punishment or
disgorgement of profits.  Until the FERC completes its review
of the additional evidence and responsive materials and issues such
orders, the Utility is not able to determine why the FERC staff
included the Utility in its recommendation.
The
FERC did not act on the State's request to overturn or reform
approximately $20 billion in long-term power contracts that the DWR
signed during California's energy crisis.  Instead, the
FERC directed the FERC staff to draft an order defining the legal
standard the FERC should apply in determining whether to abrogate
the contracts.  Nevertheless, two of the three FERC
commissioners commented that they would oppose the State's
request, while the third FERC commissioner favored ordering changes
to those contracts.
C.  Pacific Gas and Electric Company Bankruptcy - Monthly
Operating Report
On
March 31, 2003, the Utility filed its monthly operating report for
the month ended February 28, 2003 with the Bankruptcy Court. 
The Utility's monthly operating report includes an unaudited income
statement for the month and an unaudited balance sheet dated as of
the end of the month.  These unaudited financial statements
are attached as Exhibit 99 to this report. Although not included in
Exhibit 99, the monthly operating report also includes a statement
of receipts and disbursements, as well as other information. 
The preliminary financial statements were prepared using certain
assumptions and estimates that are subject to revision.  Any
adjustments for these estimates (based upon changes in facts and
circumstances, further analysis, and other factors) will be
reflected in the financial statements in the period during which
such adjustments are made.  These adjustments could have a
material impact on reported results in the future.
Item 7. Financial Statements, Pro Forma Financial Information,
and Exhibits
Exhibit 99 - Pacific Gas and Electric Company Income Statement
for the month ended February 28, 2003, and Balance Sheet dated
February 28, 2003.
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
Senior Vice President
and Controller
PACIFIC GAS AND ELECTRIC COMPANY
By:
DINYAR B. MISTRY
Vice President and
Controller
Dated:  April 2, 2003