Pacific Gas & Electric (PCG)

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

               On December 21, 2005, PG&E Corporation’s and the Utility’s Bylaws were amended, effective January 1, 2006, to decrease the size of the Boards of each company to reflect the retirement of Robert D. Glynn, Jr. as a director of both companies on December 31, 2005.  PG&E Corporation’s Bylaws were amended to change the authorized number of directors from ten to nine.  Under PG&E Corporation's Bylaws, the authorized number of directors may not be less than 7 nor more than 13, but within that range the Board of Directors may set the exact number of directors by an amendment to the Bylaws.  The Utility’s Bylaws were amended to change the authorized number of directors from eleven to ten.  Under the Utility’s Bylaws, the authorized number of directors may not be less than 9 nor more than 17, but within that range the Board of Directors may set the exact number of directors by an amendment to the Bylaws. 

              Under PG&E Corporation’s and the Utility’s Corporate Governance Guidelines, at least 75 percent of each Board is required to be composed of independent directors, defined as directors who (1) are neither current nor former officers or employees of nor consultants to PG&E Corporation or its subsidiaries, (2) are neither current nor former officers or employees of any other corporation on whose board of directors any officer of PG&E Corporation serves as a member, and (3) otherwise meet the applicable definition of “independence” set forth in the New York Stock Exchange, American Stock Exchange, and Pacific Exchange rules.  The composition of PG&E Corporation’s Board of Directors meets the Corporate Governance Guideline.  As of January 1, 2005, the Utility’s Board of Directors temporarily waived this guideline.  During 2005, the percentage of independent members on the Utility’s Board of Directors has been approximately 73 percent.  As a result of Mr. Glynn’s retirement and the decrease in the size of the Utility’s Board effective January 1, 2006, the composition of the Utility’s Board of Directors will once again meet the Corporate Governance Guideline.  (In addition, as previously disclosed, Mr. King will become a director of the Utility on January 1, 2006 succeeding Gordon R. Smith whose resignation from the Utility Board of Directors is effective December 31, 2005.) The Boards of Directors of both PG&E Corporation and the Utility will continue to comply with applicable stock exchange rules, which require only that a majority of the Board of Directors be independent. 

              The text of the amendment to PG&E Corporation’s Bylaws is attached hereto as Exhibit 99.1 and the text of the amendment to the Utility’s Bylaws is attached hereto as Exhibit 99.2.