<html>
<head>
<title>Form 8-K 10-14-04</title>
</head>
<body link="blue" vlink="purple">
<div>
<table border="0" cellspacing="0" cellpadding="0">
<tr>
<td colspan="4" valign="top">
<p align="center"><b>UNITED STATES</b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><b>SECURITIES AND EXCHANGE COMMISSION</b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><b>Washington, D.C.&nbsp; 20549</b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><b>FORM 8-K</b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b></p>
</td>
</tr>

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

<tr>
<td colspan="4" valign="top">
<p align="center"><b>Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934</b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><b>Date of Report: October 14, 2004</b></p>

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

<tr>
<td colspan="4" valign="top">
<p align="center"><b>PG&amp;E CORPORATION</b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><b>(Exact Name of Registrant as specified in
Charter)</b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
</td>
</tr>

<tr>
<td valign="top">
<p align="center"><b><u>California</u></b></p>
</td>
<td colspan="2" valign="top">
<p align="center"><b><u>1-2609</u></b></p>
</td>
<td valign="top">
<p align="center"><b><u>94-323914</u></b></p>
</td>
</tr>

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

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

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

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

<tr>
<td colspan="4" valign="top">
<p align="center">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><b><u>415-267-7000</u></b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><b>(Registrant&rsquo;s Telephone Number,
Including Area Code)</b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><b><u>N/A</u></b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><b>(Former Name or Former Address, if Changed
Since Last Report)</b></p>
</td>
</tr>

<tr>
<td colspan="4" valign="top">
<p align="center"><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b></p>
</td>
</tr>

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

<div align="center">
<hr size="2" width="624" align="center" />
</div>

<p>Item 8.01 Other Events</p>

<p>A.&nbsp;&nbsp;Settlement with National Energy &amp; Gas
Transmission, Inc.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
October 14, 2004, the previously reported settlement agreement
entered into among PG&amp;E Corporation, its subsidiary, National
Energy &amp; Gas Transmission, Inc. (NEGT), various NEGT
subsidiaries, and the official committee of unsecured creditors in
NEGT&rsquo;s bankruptcy case pending before the U.S. Bankruptcy
Court for the District of Maryland, Greenbelt Division (Bankruptcy
Court), to resolve certain tax-related litigation pending before
the U.S. District Court for the District of Maryland (District
Court) became effective.&nbsp; On September 23, 2004, the
Bankruptcy Court entered an order approving the settlement
agreement and authorized NEGT and its debtor affiliates to execute
and deliver the releases and other agreements required to implement
the settlement.&nbsp; This order became final and non-appealable on
October 4, 2004.&nbsp; On October 12, 2004, the parties (including
the creditor committee appointed to represent the interests of
NEGT&rsquo;s senior noteholders, which is not a party to the
settlement agreement) filed a stipulation dismissing the litigation
with the District Court, which the District Court then entered as
an order.&nbsp;</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
the settlement agreement, PG&amp;E Corporation has paid $30 million
to NEGT and waived certain intercompany claims against NEGT and its
debtor subsidiaries.&nbsp; In addition, with certain limited
exceptions, the parties have executed various mutual general
releases of substantially all claims between them.&nbsp; As
previously reported, while the dispute was pending PG&amp;E
Corporation treated $361.5 million as restricted cash.&nbsp; Now
that the settlement has become effective, PG&amp;E Corporation will
no longer treat $361.5 million as restricted cash.&nbsp;</p>

<p>B.&nbsp; Redemption of Senior Secured Notes; Stock
Repurchases</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
the terms of the indenture for PG&amp;E Corporation&rsquo;s $600
million Senior Secured Notes due 2008 (Notes), PG&amp;E Corporation
is prohibited from repurchasing shares except in limited
circumstances such as the use of stock option exercise proceeds for
this purpose.&nbsp; Therefore, PG&amp;E Corporation plans to redeem
the Notes.&nbsp; On October 14, 2004, PG&amp;E Corporation notified
the trustee of the Notes that PG&amp;E Corporation would redeem the
full $600 million aggregate principal amount of the Notes.&nbsp;
The redemption will occur upon the expiration of 30 days&rsquo;
notice from the trustee to the noteholders, expected to occur by
mid-November 2004.&nbsp; Redemption of the Notes will require
approximately $664.3 million of PG&amp;E Corporation&rsquo;s cash,
which includes a redemption premium of approximately $50.5 million
and $13.8 million of interest that has accrued since the last
interest payment date.&nbsp; PG&amp;E Corporation also expects to
begin to use stock option exercise proceeds to repurchase shares
before the redemption.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;After
the Notes are redeemed, PG&amp;E Corporation, or one of its
subsidiaries, is authorized to purchase, from time to time, but no
later than December 31, 2005, through brokers and dealers on the
New York Stock Exchange and/or the Pacific Exchange or in privately
negotiated transactions, which may include accelerated or forward
or similar stock purchases, additional shares of PG&amp;E
Corporation&rsquo;s issued and outstanding common stock with an
aggregate purchase price not to exceed $350 million.&nbsp; This
amount is in addition to the $1.2 billion that PG&amp;E Corporation
has previously estimated would be available for common stock
dividends and repurchases (assuming that $1.8 billion of proceeds
from the issuance of energy recovery bonds are available in
2005).</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
report contains forward-looking statements regarding anticipated
cash flows in 2005 and management&rsquo;s projected uses of cash in
2004 and 2005 including the anticipated payment of dividends and
targeted stock repurchases.&nbsp; These statements are based on
current expectations and assumptions which management believes are
reasonable and on information currently available to management but
are necessarily subject to various risks and uncertainties.&nbsp;
Actual results could differ materially from those contemplated by
the forward-looking statements.&nbsp; Some of the factors that
could cause future results to differ materially include:<br />
</p>

<ul type="disc">
<li>The timing and resolution of the petitions for review that were
filed in the California Court of Appeal seeking review of (i) the
CPUC's December 18, 2003 decision approving the settlement
agreement entered into among the CPUC, PG&amp;E Corporation and the
Utility to resolve the Utility&rsquo;s Chapter 11 case (Settlement
Agreement), and (ii) the CPUC's March 16, 2004 denial of
applications for rehearing of the December 18, 2003 decision;</li>

<li>The timing and resolution of the pending appeals of the
bankruptcy court's order confirming the Utility&rsquo;s plan of
reorganization under Chapter 11;</li>

<li>Whether the conditions to securitizing the $2.21 billion
after-tax regulatory asset established under the Settlement
Agreement are met, and if so, the timing and amount of the
securitization;<b><i></i></b></li>

<li>Whether the CPUC approves the Utility's long-term electricity
resource plan and adopts the Utility's related ratemaking
proposals, whether the assumptions and forecasts underlying the
long-term resource plan prove to be accurate, and the terms and
conditions of the long-term resource commitments the Utility enters
into in connection with its long-term resource plan;</li>

<li>Unanticipated changes in operating expenses or capital
expenditures affecting the Utility&rsquo;s ability to earn its
authorized rate of return;</li>

<li>The level and volatility of wholesale electricity and natural
gas prices and supplies, the Utility's ability to manage and
respond to the levels and volatility successfully, and the extent
to which the Utility is able to timely recover increased costs
related to such volatility;</li>

<li>The extent to which the Utility's residual net open position
(<em>i.e</em>., that portion of the Utility's electricity
customers' demand not satisfied by electricity that the Utility
generates or has under contract, or by electricity provided under
the California Department of Water Resources&rsquo; electricity
contracts allocated to the Utility's customers) increases or
decreases;</li>

<li>The operation of the Utility's Diablo Canyon nuclear power
plant which exposes the Utility to potentially significant
environmental and capital expenditure outlays and;</li>

<li>The impact of current and future ratemaking actions of the
CPUC, including the risk of material differences between forecasted
costs used to determine rates and actual costs incurred;</li>

<li>The extent to which the CPUC or the Federal Energy Regulatory
Commission delays or denies recovery of the Utility's costs from
customers due to a regulatory determination that such costs were
not reasonable or prudent or for other reasons resulting in
write-offs of regulatory balancing accounts;</li>

<li>How the CPUC administers the capital structure, stand-alone
dividend and first priority conditions of the CPUC's decisions
permitting the establishment of holding companies for California
investor-owned electric utilities;</li>

<li>The impact of future legislative or regulatory actions or
policies;</li>

<li>Increased competition;</li>

<li>The outcome of pending litigation; and</li>

<li>Other factors discussed in PG&amp;E Corporation's SEC
reports.</li>
</ul>

<div>
<hr size="2" width="624" align="left" />
</div>

<table border="0" cellspacing="0" cellpadding="0" width="624">
<tr>
<td valign="top">
<p align="center">SIGNATURE</p>
</td>
</tr>

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

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

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

<p></p>

<table border="0" cellspacing="0" cellpadding="0" width="624">
<tr>
<td valign="top"></td>
<td colspan="2" valign="top">
<p>PG&amp;E CORPORATION</p>
</td>
</tr>

<tr>
<td valign="top">
<p>&nbsp;</p>
</td>
<td valign="top"></td>
<td valign="top">
<p>&nbsp;&nbsp;&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;&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>
<td valign="top">
<div>
<p><u>BRUCE R. WORTHINGTON&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>
</div>
</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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
</td>
<td valign="top"></td>
<td valign="top">
<p>Bruce R. Worthington<br />
 Senior Vice President and General Counsel</p>
</td>
</tr>
</table>

<p>Dated:&nbsp; October 14, 2004</p>
</div>
</body>
</html>
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{"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": "041078687"}, "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"}}
Form 8-K 10-14-04
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: October 14, 2004
PG&E CORPORATION
(Exact Name of Registrant as specified in
Charter)
California
1-2609
94-323914
(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)
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 8.01 Other Events
A.  Settlement with National Energy & Gas
Transmission, Inc.
On
October 14, 2004, the previously reported settlement agreement
entered into among PG&E Corporation, its subsidiary, National
Energy & Gas Transmission, Inc. (NEGT), various NEGT
subsidiaries, and the official committee of unsecured creditors in
NEGT's bankruptcy case pending before the U.S. Bankruptcy
Court for the District of Maryland, Greenbelt Division (Bankruptcy
Court), to resolve certain tax-related litigation pending before
the U.S. District Court for the District of Maryland (District
Court) became effective.  On September 23, 2004, the
Bankruptcy Court entered an order approving the settlement
agreement and authorized NEGT and its debtor affiliates to execute
and deliver the releases and other agreements required to implement
the settlement.  This order became final and non-appealable on
October 4, 2004.  On October 12, 2004, the parties (including
the creditor committee appointed to represent the interests of
NEGT's senior noteholders, which is not a party to the
settlement agreement) filed a stipulation dismissing the litigation
with the District Court, which the District Court then entered as
an order.
Under
the settlement agreement, PG&E Corporation has paid $30 million
to NEGT and waived certain intercompany claims against NEGT and its
debtor subsidiaries.  In addition, with certain limited
exceptions, the parties have executed various mutual general
releases of substantially all claims between them.  As
previously reported, while the dispute was pending PG&E
Corporation treated $361.5 million as restricted cash.  Now
that the settlement has become effective, PG&E Corporation will
no longer treat $361.5 million as restricted cash.
B.  Redemption of Senior Secured Notes; Stock
Repurchases
Under
the terms of the indenture for PG&E Corporation's $600
million Senior Secured Notes due 2008 (Notes), PG&E Corporation
is prohibited from repurchasing shares except in limited
circumstances such as the use of stock option exercise proceeds for
this purpose.  Therefore, PG&E Corporation plans to redeem
the Notes.  On October 14, 2004, PG&E Corporation notified
the trustee of the Notes that PG&E Corporation would redeem the
full $600 million aggregate principal amount of the Notes. 
The redemption will occur upon the expiration of 30 days'
notice from the trustee to the noteholders, expected to occur by
mid-November 2004.  Redemption of the Notes will require
approximately $664.3 million of PG&E Corporation's cash,
which includes a redemption premium of approximately $50.5 million
and $13.8 million of interest that has accrued since the last
interest payment date.  PG&E Corporation also expects to
begin to use stock option exercise proceeds to repurchase shares
before the redemption.
After
the Notes are redeemed, PG&E Corporation, or one of its
subsidiaries, is authorized to purchase, from time to time, but no
later than December 31, 2005, through brokers and dealers on the
New York Stock Exchange and/or the Pacific Exchange or in privately
negotiated transactions, which may include accelerated or forward
or similar stock purchases, additional shares of PG&E
Corporation's issued and outstanding common stock with an
aggregate purchase price not to exceed $350 million.  This
amount is in addition to the $1.2 billion that PG&E Corporation
has previously estimated would be available for common stock
dividends and repurchases (assuming that $1.8 billion of proceeds
from the issuance of energy recovery bonds are available in
2005).
This
report contains forward-looking statements regarding anticipated
cash flows in 2005 and management's projected uses of cash in
2004 and 2005 including the anticipated payment of dividends and
targeted stock repurchases.  These statements are based on
current expectations and assumptions which management believes are
reasonable and on information currently available to management but
are necessarily subject to various risks and uncertainties. 
Actual results could differ materially from those contemplated by
the forward-looking statements.  Some of the factors that
could cause future results to differ materially include:
The timing and resolution of the petitions for review that were
filed in the California Court of Appeal seeking review of (i) the
CPUC's December 18, 2003 decision approving the settlement
agreement entered into among the CPUC, PG&E Corporation and the
Utility to resolve the Utility's Chapter 11 case (Settlement
Agreement), and (ii) the CPUC's March 16, 2004 denial of
applications for rehearing of the December 18, 2003 decision;
The timing and resolution of the pending appeals of the
bankruptcy court's order confirming the Utility's plan of
reorganization under Chapter 11;
Whether the conditions to securitizing the $2.21 billion
after-tax regulatory asset established under the Settlement
Agreement are met, and if so, the timing and amount of the
securitization;
Whether the CPUC approves the Utility's long-term electricity
resource plan and adopts the Utility's related ratemaking
proposals, whether the assumptions and forecasts underlying the
long-term resource plan prove to be accurate, and the terms and
conditions of the long-term resource commitments the Utility enters
into in connection with its long-term resource plan;
Unanticipated changes in operating expenses or capital
expenditures affecting the Utility's ability to earn its
authorized rate of return;
The level and volatility of wholesale electricity and natural
gas prices and supplies, the Utility's ability to manage and
respond to the levels and volatility successfully, and the extent
to which the Utility is able to timely recover increased costs
related to such volatility;
The extent to which the Utility's residual net open position
(
i.e
., that portion of the Utility's electricity
customers' demand not satisfied by electricity that the Utility
generates or has under contract, or by electricity provided under
the California Department of Water Resources' electricity
contracts allocated to the Utility's customers) increases or
decreases;
The operation of the Utility's Diablo Canyon nuclear power
plant which exposes the Utility to potentially significant
environmental and capital expenditure outlays and;
The impact of current and future ratemaking actions of the
CPUC, including the risk of material differences between forecasted
costs used to determine rates and actual costs incurred;
The extent to which the CPUC or the Federal Energy Regulatory
Commission delays or denies recovery of the Utility's costs from
customers due to a regulatory determination that such costs were
not reasonable or prudent or for other reasons resulting in
write-offs of regulatory balancing accounts;
How the CPUC administers the capital structure, stand-alone
dividend and first priority conditions of the CPUC's decisions
permitting the establishment of holding companies for California
investor-owned electric utilities;
The impact of future legislative or regulatory actions or
policies;
Increased competition;
The outcome of pending litigation; and
Other factors discussed in PG&E Corporation's SEC
reports.
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
By:
BRUCE R. WORTHINGTON
Bruce R. Worthington
Senior Vice President and General Counsel
Dated:  October 14, 2004