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<p align="center">SECURITIES AND EXCHANGE COMMISSION</p>

<p align="center"></p>

<p align="center">Washington, D.C.&nbsp; 20549</p>

<p align="center"></p>

<p align="center"></p>

<p align="center"></p>

<p align="center"></p>

<p align="center">FORM 8&#8209;K</p>

<p align="center"></p>

<p align="center">CURRENT REPORT</p>

<p align="center">PURSUANT TO SECTION 13 OR 15(d) OF THE</p>

<p align="center">SECURITIES EXCHANGE ACT OF 1934</p>

<p align="center"></p>

<p align="center"></p>

<p align="center"></p>

<p align="center"></p>

<p align="center">Date of Report: August 30, 2002</p>

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<p align="center">PG&amp;E Corporation</p>

<p align="center">
-----------------------------------------------------</p>

<p align="center">(Exact Name of Registrant as Specified in its
Charter)</p>

<p align="center"></p>

<p align="center"></p>

<p align="center"></p>

<p align="center">
California&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1-12609&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
94-3234914</p>

<p align="center">
---------------------------------------------------------------------</p>

<p align="center">(State or other Jurisdiction&nbsp;&nbsp;
(Commission&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (IRS Employer</p>

<p align="center">of
Incorporation)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
File Number)&nbsp;&nbsp;&nbsp;&nbsp; Identification No.)</p>

<p align="center"></p>

<p align="center"></p>

<p align="center"></p>

<p align="center"></p>

<p align="center">PG&amp;E Corporation</p>

<p align="center">One Market, Spear Tower, Suite 2400</p>

<p align="center">San Francisco, California 94105</p>

<p align="center">
--------------------------------------------------</p>

<p align="center">(Address of principal executive offices) (Zip
Code)</p>

<p align="center"></p>

<p align="center"></p>

<p align="center">(415) 267-7000</p>

<p align="center">
---------------------------------------------------</p>

<p align="center">(Registrant's telephone number, including area
code)</p>

<p align="center"></p>

<p></p>

<br clear="all" />


<p>&nbsp;<br />
Item 5. Other Events</p>

<p>This current report on Form 8-K contains forward-looking
statements regarding PG&amp;E Corporation&rsquo;s projected cash
balance at September 30, 2002, which statements are based on
current expectations and assumptions which management believes are
reasonable and on information currently available to
management.&nbsp; These statements are necessarily subject to
various risks and uncertainties and actual results could differ
materially from those contemplated by the forward-looking
statements.&nbsp; Some of the factors that could cause actual
results to differ include: increases in legal fees associated with
the bankruptcy of PG&amp;E Corporation&rsquo;s subsidiary, Pacific
Gas and Electric Company (Utility); increases in operating costs at
PG&amp;E Corporation; increases in interest rates; the amount of
fees that may be associated with potential new financings; and
increases in taxes associated with operations.</p>

<h5>
A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Voluntary prepayment of loan to General Electric Capital
Corporation</h5>

<p><a name="_DV_M45"></a><a name="_DV_M46"></a></p>

<p>As previously disclosed, General Electric Capital Corporation
(GECC), Lehman Commercial Paper Inc. (LCPI), and certain other
lenders under PG&amp;E Corporation&rsquo;s $1.02 billion Amended
and Restated Credit Agreement dated June 25, 2002 (the
&ldquo;Credit Agreement&rdquo;) had waived, until August 30, 2002,
the requirement that PG&amp;E Corporation's subsidiary, PG&amp;E
National Energy Group, Inc. (PG&amp;E NEG), continue to maintain
investment grade ratings with either Standard &amp; Poor's
(S&amp;P) or Moody's Investor Services, Inc. (Moody's).&nbsp; (The
Credit Agreement provided for a $600 million Tranche A <b></b>Loan
held by GECC (the &ldquo;Tranche&nbsp;A Loan&rdquo;) and a $420
million Tranche B Loan held by LCPI and certain other lenders
(collectively, the &ldquo;Lenders&rdquo;).)</p>

<p>On August 30, 2002, PG&amp;E Corporation made a voluntary
prepayment of the $600 million aggregate principal amount of the
Tranche A Loan, plus interest totaling approximately $6.7 million,
to GECC, including a release by GECC of $90 million&nbsp; in an
interest reserve account maintained pursuant to the Credit
Agreement.&nbsp;&nbsp; GECC has retained its interest in an option
to purchase 3 percent of the shares of PG&amp;E NEG, determined on
a fully diluted basis, at an exercise price of $1.00. The option
may be exercised at any time until 45 days after August 30, 2002.
<a name="_DV_M68"></a>&nbsp; GECC also has the right to require
PG&amp;E National Energy Group, LLC (NEG LLC), the owner of all the
shares of PG&amp;E NEG, or PG&amp;E Corporation to repurchase the
option at a purchase price equal to the fair market value of the
underlying shares (the &ldquo;Put Price&rdquo;), which right is
exercisable until 45 days after August 30, 2002.&nbsp; GECC also
has<a name="_DV_C72">a first priority lien on (1)</a> PG&amp;E
Corporation&rsquo;s equity interest in NEG LLC<a name=
"_DV_M70"></a><a name="_DV_M71"></a> and (2) NEG LLC&rsquo;s equity
interest in PG&amp;E NEG.&nbsp;&nbsp;</p>

<p></p>

<p>After payment to GECC, PG&amp;E Corporation currently has
approximately $132 million cash on hand of which approximately $105
million is subject to certain restrictions on its use.&nbsp;
PG&amp;E Corporation anticipates its cash balance at September 30,
2002 will be approximately $200 million including certain interest
reserves required under the terms of the Credit Agreement, as
discussed below.&nbsp; PG&amp;E Corporation&rsquo;s cash balance
remains sufficient to fund its ongoing operations.</p>

<p></p>

<h5>B.&nbsp; New waiver extension from remaining Lenders</h5>

<p>Also, on August 30, 2002, PG&amp;E Corporation and the remaining
Lenders entered into a Second Amended and Restated Waiver and
Amendment Agreement (Waiver and Amendment) that extends the waiver
of the Credit Agreement requirement that PG&amp;E NEG continue to
maintain investment grade ratings with either S&amp;P or Moody's
until October 4, 2002.&nbsp; The agreement also makes certain
amendments to the Credit Agreement.&nbsp; A copy of the Waiver and
Amendment is filed as Exhibit 99 hereto.</p>

<p>The Waiver and Amendment is subject to early termination if
PG&amp;E Corporation fails to perform or comply with certain
covenants and terms of the Waiver and Amendment.&nbsp; During the
term of the waiver, PG&amp;E Corporation may not make any
investment, capital expenditure, or other payment to any of its
subsidiaries, in an amount that in the aggregate exceeds $10
million except as may be required under applicable law or by
conditions established by the California Public Utilities
Commission (CPUC) in decisions approving the formation of PG&amp;E
Corporation to hold the stock of the Utility.&nbsp;&nbsp;</p>

<p>&nbsp; The Waiver and Amendment requires PG&amp;E Corporation to
maintain $63 million in an interest reserve account until September
17, 2002, when the amount will be increased to $75 million. In
addition, PG&amp;E Corporation may not incur any new funded debt
without the consent of the Lenders.&nbsp;&nbsp;</p>

<p>In contrast to the prior waiver, which prohibited PG&amp;E
Corporation from allowing PG&amp;E NEG to sell any of its material
assets (except for certain sales in the ordinary course of
business), the Waiver and Amendment permits PG&amp;E NEG and any of
its subsidiaries to sell any of their assets, subject to certain
restrictions.&nbsp; Further, unlike the prior waiver, the Waiver
and Amendment does not require PG&amp;E NEG to maintain certain
levels of credit availability under the PG&amp;E NEG Credit
Agreement and provides additional flexibility on the incurrence of
PG&amp;E NEG indebtedness.</p>

<h5>During the term of the current waiver by the Lenders, PG&amp;E
Corporation intends to negotiate with the Lenders for the
elimination of the credit rating maintenance covenant from the
Credit Agreement or for such other amendments as may be needed;
however, PG&amp;E Corporation cannot predict whether, or to what
extent, it would be successful in such efforts.&nbsp;</h5>

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

<p>Exhibit
No.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Description of Exhibit</p>

<p>
99&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Second Amended and Restated Waiver and Amendment Agreement, dated
August 30, 2002, by and among PG&amp;E Corporation, PG&amp;E
National Energy Group, LLC, Lehman Commercial Paper Inc. as
administrative agent, and certain of the lenders party to the
Amended and Restated Credit Agreement dated as of June 25, 2002</p>

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<p align="center">SIGNATURE</p>
</td>
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</table>

<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>

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<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;&nbsp;</p>
</td>
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<p>PG&amp;E CORPORATION<br />
 </p>
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<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; /s/ CHRISTOPHER P. JOHNS</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>
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<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>
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<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>
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<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>
</table>

<p>Dated:&nbsp; August 30, 2002</p>

<br clear="all" />


<p align="center"><a name="_DV_M141"></a>EXHIBIT INDEX</p>

<p>Exhibit
No.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Description of Exhibit</p>

<p>
99&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Second Amended and Restated Waiver and Amendment Agreement, dated
August 30, 2002, by and among PG&amp;E Corporation, PG&amp;E
National Energy Group, LLC, Lehman Commercial Paper Inc. as
administrative agent, and certain lenders party to the Amended and
Restated Credit Agreement dated as of June 25, 2002</p>
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[{"type": "8-K", "sequence": "1", "filename": "final8k830.htm", "description": "FORM 8-K", "secsgml_size_bytes": 12679}]
{"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": "02754733"}, "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: August 30, 2002
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)     Identification 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
This current report on Form 8-K contains forward-looking
statements regarding PG&E Corporation's projected cash
balance at September 30, 2002, which statements are based on
current expectations and assumptions which management believes are
reasonable and on information currently available to
management.  These statements are necessarily subject to
various risks and uncertainties and actual results could differ
materially from those contemplated by the forward-looking
statements.  Some of the factors that could cause actual
results to differ include: increases in legal fees associated with
the bankruptcy of PG&E Corporation's subsidiary, Pacific
Gas and Electric Company (Utility); increases in operating costs at
PG&E Corporation; increases in interest rates; the amount of
fees that may be associated with potential new financings; and
increases in taxes associated with operations.
A.           
Voluntary prepayment of loan to General Electric Capital
Corporation
As previously disclosed, General Electric Capital Corporation
(GECC), Lehman Commercial Paper Inc. (LCPI), and certain other
lenders under PG&E Corporation's $1.02 billion Amended
and Restated Credit Agreement dated June 25, 2002 (the
"Credit Agreement") had waived, until August 30, 2002,
the requirement that PG&E Corporation's subsidiary, PG&E
National Energy Group, Inc. (PG&E NEG), continue to maintain
investment grade ratings with either Standard & Poor's
(S&P) or Moody's Investor Services, Inc. (Moody's).  (The
Credit Agreement provided for a $600 million Tranche A
Loan
held by GECC (the "Tranche A Loan") and a $420
million Tranche B Loan held by LCPI and certain other lenders
(collectively, the "Lenders").)
On August 30, 2002, PG&E Corporation made a voluntary
prepayment of the $600 million aggregate principal amount of the
Tranche A Loan, plus interest totaling approximately $6.7 million,
to GECC, including a release by GECC of $90 million  in an
interest reserve account maintained pursuant to the Credit
Agreement.   GECC has retained its interest in an option
to purchase 3 percent of the shares of PG&E NEG, determined on
a fully diluted basis, at an exercise price of $1.00. The option
may be exercised at any time until 45 days after August 30, 2002.
GECC also has the right to require
PG&E National Energy Group, LLC (NEG LLC), the owner of all the
shares of PG&E NEG, or PG&E Corporation to repurchase the
option at a purchase price equal to the fair market value of the
underlying shares (the "Put Price"), which right is
exercisable until 45 days after August 30, 2002.  GECC also
has
a first priority lien on (1)
PG&E
Corporation's equity interest in NEG LLC
and (2) NEG LLC's equity
interest in PG&E NEG.
After payment to GECC, PG&E Corporation currently has
approximately $132 million cash on hand of which approximately $105
million is subject to certain restrictions on its use. 
PG&E Corporation anticipates its cash balance at September 30,
2002 will be approximately $200 million including certain interest
reserves required under the terms of the Credit Agreement, as
discussed below.  PG&E Corporation's cash balance
remains sufficient to fund its ongoing operations.
B.  New waiver extension from remaining Lenders
Also, on August 30, 2002, PG&E Corporation and the remaining
Lenders entered into a Second Amended and Restated Waiver and
Amendment Agreement (Waiver and Amendment) that extends the waiver
of the Credit Agreement requirement that PG&E NEG continue to
maintain investment grade ratings with either S&P or Moody's
until October 4, 2002.  The agreement also makes certain
amendments to the Credit Agreement.  A copy of the Waiver and
Amendment is filed as Exhibit 99 hereto.
The Waiver and Amendment is subject to early termination if
PG&E Corporation fails to perform or comply with certain
covenants and terms of the Waiver and Amendment.  During the
term of the waiver, PG&E Corporation may not make any
investment, capital expenditure, or other payment to any of its
subsidiaries, in an amount that in the aggregate exceeds $10
million except as may be required under applicable law or by
conditions established by the California Public Utilities
Commission (CPUC) in decisions approving the formation of PG&E
Corporation to hold the stock of the Utility.
The Waiver and Amendment requires PG&E Corporation to
maintain $63 million in an interest reserve account until September
17, 2002, when the amount will be increased to $75 million. In
addition, PG&E Corporation may not incur any new funded debt
without the consent of the Lenders.
In contrast to the prior waiver, which prohibited PG&E
Corporation from allowing PG&E NEG to sell any of its material
assets (except for certain sales in the ordinary course of
business), the Waiver and Amendment permits PG&E NEG and any of
its subsidiaries to sell any of their assets, subject to certain
restrictions.  Further, unlike the prior waiver, the Waiver
and Amendment does not require PG&E NEG to maintain certain
levels of credit availability under the PG&E NEG Credit
Agreement and provides additional flexibility on the incurrence of
PG&E NEG indebtedness.
During the term of the current waiver by the Lenders, PG&E
Corporation intends to negotiate with the Lenders for the
elimination of the credit rating maintenance covenant from the
Credit Agreement or for such other amendments as may be needed;
however, PG&E Corporation cannot predict whether, or to what
extent, it would be successful in such efforts.
Item
7.           
Financial Statements, Pro Forma Financial Information, and
Exhibits
Exhibit
No.           
Description of Exhibit
99                   
Second Amended and Restated Waiver and Amendment Agreement, dated
August 30, 2002, by and among PG&E Corporation, PG&E
National Energy Group, LLC, Lehman Commercial Paper Inc. as
administrative agent, and certain of the lenders party to the
Amended and Restated Credit Agreement dated as of June 25, 2002
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  /s/ CHRISTOPHER P. JOHNS
CHRISTOPHER P.
JOHNS
Senior Vice President
and Controller
Dated:  August 30, 2002
EXHIBIT INDEX
Exhibit
No.           
Description of Exhibit
99                   
Second Amended and Restated Waiver and Amendment Agreement, dated
August 30, 2002, by and among PG&E Corporation, PG&E
National Energy Group, LLC, Lehman Commercial Paper Inc. as
administrative agent, and certain lenders party to the Amended and
Restated Credit Agreement dated as of June 25, 2002