Pacific Gas & Electric (PCG)

Item 1.02 – Termination of a Material Definitive Agreement

               The information set forth above in Item 1.01 regarding PG&E Corporation’s termination of an accelerated repurchase arrangement with GS&Co. dated March 4, 2005, is hereby incorporated into Item 1.02 by reference. 

Item 1.02 – Termination of a Material Definitive Agreement

            The information set forth above in Item 1.01 regarding termination of the Utility’s prior $850 million credit agreement dated as of March 5, 2004, is hereby incorporated into Item 1.02 by reference.

Item 1.02– Termination of a Material Definitive Agreement

               On January 28, 2005, the Securities and Exchange Commission (SEC) declared effective the registration statement previously filed relating to the offer and sale of energy recovery bonds (ERBs) by a wholly owned subsidiary of Pacific Gas and Electric Company (Utility) to refinance the regulatory asset established under the settlement agreement entered into on December 19, 2003 by PG&E Corporation, the Utility, and the California Public Utilities Commission (CPUC) to resolve the Utility’s Chapter 11 proceeding.  It is anticipated that the consummation of the offer and sale of the first series of ERBs, in the approximate amount of $1.9 billion, could occur as soon as February 10, 2005.

               It was previously anticipated that the first series of ERBs would be issued as early as January 2005.  Based on this expectation, PG&E Corporation entered into an accelerated share repurchase arrangement with Goldman, Sachs & Co. on December 23, 2004.  Under this arrangement, PG&E Corporation had agreed to repurchase shares of its outstanding common stock with an aggregate purchase price of approximately $975 million in early February 2005.  Due to the revised schedule for issuance of ERBs, on January 31, 2005, PG&E Corporation provided notice of termination of the accelerated share repurchase transaction.  The termination is effective on February 1, 2005.

               PG&E Corporation expects to enter into a replacement accelerated share repurchase arrangement by the end of February or early March 2005 after the first series of ERBs is issued and after PG&E Corporation publicly releases its financial results for the year ended December 31, 2004.  The revised schedule for the issuance of ERBs and share repurchase is not expected to have a material impact on the previously issued guidance for PG&E Corporation’s 2005 earnings per share.