FORM 10-Q
		    SECURITIES AND EXCHANGE COMMISSION
			 Washington, D. C.   20549
			 ---------------------------
(Mark One)

  [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	       SECURITIES EXCHANGE ACT OF 1934

	       For the quarterly period ended June 30, 1994

				   OR

  [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	       SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to 
			      ---------      ------------

		    Commission File No. 1-2348

		    PACIFIC GAS AND ELECTRIC COMPANY 
	       -------------------------------------------
	  (Exact name of registrant as specified in its charter)

	  California                              94-0742640     
- ----------------------------                 -------------------
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

77 Beale Street, P.O. Box 770000, San Francisco, California 94177 
- -----------------------------------------------------------------
	  (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:(415) 973-7000

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

	  Yes     X                     No
	       ---------                     -----------         

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


	  Class                    Outstanding at July 29, 1994
     ---------------               ------------------------------
Common Stock, $5 par value                   432,042,842 shares

     

				Form 10-Q
				---------                                      

			     TABLE OF CONTENTS
			     ----------------- 

PART I.  FINANCIAL INFORMATION                                      Page
- ------------------------------                                      ----

Item 1.  Consolidated Financial Statements and Notes
	   Statement of Consolidated Income........................   1
	   Consolidated Balance Sheet..............................   2
	   Statement of Consolidated Cash Flows....................   4
	   Note 1:  General
		      Basis of Presentation........................   5
		      Nuclear Decommissioning Costs................   5
	   Note 2:  Electric Industry Restructuring................   6
	   Note 3:  Reasonableness Proceedings.....................   7
	   Note 4:  Contingencies
		      Helms Pumped Storage Plant...................  10
		      Nuclear Insurance............................  10
		      Environmental Remediation....................  10
		      Legal Matters................................  11
Item 2.  Management's Discussion and Analysis of Consolidated 
	 Results of Operations and Financial Condition
	   Results of Operations 
	     Earnings Per Common Share.............................  14
	     Common Stock Dividend.................................  15
	     Operating Revenues....................................  15
	     Operating Expenses....................................  16
	     Diablo Canyon.........................................  16
	     Changing Competitive and Regulatory Environment.......  16
	     Rate Matters..........................................  23
	     Reasonableness Proceedings............................  27
	     Legal Matters.........................................  27
	   Liquidity and Capital Resources
	     Sources of Capital....................................  30
	     Environmental Remediation.............................  30
	     Sales and Acquisition ................................  31

PART II.   OTHER INFORMATION                                                   
- ----------------------------      

Item 1.    Legal Proceedings 
	     QF Transmission Constrained Area Litigation...........  33
	     Time-of-Use Meter Litigation..........................  33
Item 5.    Ratios of Earnings to Fixed Charges and Ratios of 
	     Earnings to Combined Fixed Charges and Preferred
	     Stock Dividends.......................................  33
Item 6.    Exhibits and Reports on Form 8-K........................  34

SIGNATURE..........................................................  36


				    PART I.  FINANCIAL INFORMATION
				    ------------------------------
Item 1.  Consolidated Financial Statements
	 ---------------------------------                                  

			      PACIFIC GAS AND ELECTRIC COMPANY
			      STATEMENT OF CONSOLIDATED INCOME
					(unaudited)

- -------------------------------------------------------------------------------------------- 
				    Three months ended June 30,     Six months ended June 30,
(in thousands,                      --------------------------     -------------------------
except per share amounts)                  1994           1993           1994          1993
- -------------------------------------------------------------------------------------------- 
                                                                       
OPERATING REVENUES
Electric                             $1,904,231     $1,830,055     $3,720,208     $3,552,344
Gas                                     535,449        634,070      1,233,743      1,375,599
				     ----------     ----------     ----------     ----------
  Total operating revenues            2,439,680      2,464,125      4,953,951      4,927,943
				     ----------     ----------     ----------     ----------

OPERATING EXPENSES
Cost of electric energy                 648,627        474,786      1,195,588        910,249
Cost of gas                              73,378        180,237        334,764        484,084
Distribution                             55,917         53,991        112,980        109,223
Transmission                             64,354         88,056        137,046        179,685
Customer accounts and services           96,440         93,965        186,554        182,451
Maintenance                             115,498        118,788        229,154        236,954
Depreciation and decommissioning        345,310        321,542        693,743        639,996
Administrative and general              267,819        233,248        462,988        497,840
Workforce reduction costs                     -        141,200              -        141,200
Income taxes                            210,883        191,487        460,593        389,300
Property and other taxes                 75,424         74,658        156,239        157,705
Other                                    90,325        104,460        173,923        191,220
				     ----------     ----------     ----------     ----------
  Total operating expenses            2,043,975      2,076,418      4,143,572      4,119,907
				     ----------     ----------     ----------     ----------
OPERATING INCOME                        395,705        387,707        810,379        808,036
				     ----------     ----------     ----------     ----------
OTHER INCOME AND (INCOME DEDUCTIONS)
Interest income                          17,129         18,555         36,570         42,020
Allowance for equity funds used                                                             
  during construction                     5,058         11,758          9,737         21,461
Other--net                                4,598         18,986         (3,766)         8,145
				     ----------     ----------     ----------     ----------
  Total other income and                                                                    
  (income deductions)                    26,785         49,299         42,541         71,626
				     ----------     ----------     ----------     ----------
INCOME BEFORE INTEREST EXPENSE          422,490        437,006        852,920        879,662
				     ----------     ----------     ----------     ----------
INTEREST EXPENSE
Interest on long-term debt              167,468        175,447        323,192        350,733
Other interest charges                   17,444         23,466         59,185         50,174
Allowance for borrowed funds used                                                            
  during construction                    (3,787)        (7,257)        (7,774)       (22,259)
				     ----------     ----------     ----------     ----------
  Net interest expense                  181,125        191,656        374,603        378,648
				     ----------     ----------     ----------     ----------
NET INCOME                              241,365        245,350        478,317        501,014
Preferred dividend requirement           14,362         16,633         28,820         33,393
				     ----------     ----------     ----------     ----------

EARNINGS AVAILABLE FOR                                                                       
  COMMON STOCK                       $  227,003     $  228,717     $  449,497     $  467,621
				     ==========     ==========     ==========     ==========

WEIGHTED AVERAGE COMMON                                                                      
  SHARES OUTSTANDING                    429,762        430,639        429,150        429,539

EARNINGS PER COMMON SHARE                  $.53           $.53          $1.05          $1.09

DIVIDENDS DECLARED PER COMMON SHARE        $.49           $.47          $ .98          $ .94

- --------------------------------------------------------------------------------------------
<FN>
The accompanying Notes to Consolidated Financial Statements are an integral part of this 
statement.



        
			      PACIFIC GAS AND ELECTRIC COMPANY 
				  CONSOLIDATED BALANCE SHEET 
					 (unaudited) 


- -------------------------------------------------------------------------------------------- 
								     June 30,    December 31,
(in thousands)                                                          1994            1993
- -------------------------------------------------------------------------------------------- 
                                                                              
ASSETS 

PLANT IN SERVICE 
Electric 
  Nonnuclear                                                    $ 16,925,479    $ 16,633,772 
  Diablo Canyon                                                    6,569,590       6,518,413 
Gas                                                                7,311,386       7,146,741 
								------------    ------------ 
    Total plant in service (at original cost)                     30,806,455      30,298,926 
Accumulated depreciation and decommissioning                     (11,849,371)    (11,235,519)
								------------    ------------ 
      Net plant in service                                        18,957,084      19,063,407 
								------------    ------------ 
CONSTRUCTION WORK IN PROGRESS                                        529,828         620,187 
 
OTHER NONCURRENT ASSETS  
Oil and gas properties                                               505,982         573,523 
Nuclear decommissioning funds                                        587,445         536,544
Other assets                                                         663,084         497,689 
								------------    ------------ 
      Total other noncurrent assets                                1,756,511       1,607,756 
								------------    ------------ 
 
CURRENT ASSETS 
Cash and cash equivalents                                             98,668          61,066 
Accounts receivable 
  Customers                                                        1,310,845       1,264,907 
  Other                                                              130,541         123,255 
  Allowance for uncollectible accounts                               (26,780)        (23,647)
Regulatory balancing accounts receivable                           1,158,990         992,477 
Inventories 
  Materials and supplies                                             234,351         239,856 
  Gas stored underground                                             145,293         170,345
  Fuel oil                                                            94,331         109,615 
  Nuclear fuel                                                       145,230         134,411 
Prepayments                                                           39,779          56,062 
								------------    ----------- 
      Total current assets                                         3,331,248       3,128,347 
								------------    ------------ 
 
DEFERRED CHARGES  
Income tax-related deferred charges                                1,085,260       1,246,890
Diablo Canyon costs                                                  410,760         419,775 
Unamortized loss net of gain on reacquired debt                      391,798         395,659 
Workers' compensation and disability claims recoverable              282,417         192,203
Other                                                                476,756         488,302
								------------    ------------ 
      Total deferred charges                                       2,646,991       2,742,829 
								------------    ------------ 
 
TOTAL  ASSETS                                                   $ 27,221,662    $ 27,162,526 
								============    ============


- --------------------------------------------------------------------------------------------  
<FN>
				  (continued on next page)                              



        
			    PACIFIC GAS AND ELECTRIC COMPANY 
				CONSOLIDATED BALANCE SHEET 
					(unaudited) 
 

- -------------------------------------------------------------------------------------------- 
								     June 30,    December 31,
(in thousands)                                                          1994            1993
- -------------------------------------------------------------------------------------------- 
                                                                           
CAPITALIZATION AND LIABILITIES 
 
CAPITALIZATION 
Common stock                                                      $ 2,147,814    $ 2,136,095
Additional paid-in capital                                          3,745,986      3,666,455
Reinvested earnings                                                 2,632,273      2,643,487
								  -----------    ----------- 
       Total common stock equity                                    8,526,073      8,446,037
Preferred stock without mandatory redemption provision                732,995        807,995
Preferred stock with mandatory redemption provision                   137,500         75,000
Long-term debt                                                      9,018,531      9,292,100
								  -----------    ----------- 
       Total capitalization                                        18,415,099     18,621,132
								  -----------    ----------- 
 
OTHER NONCURRENT LIABILITIES 
Customer advances for construction                                    151,289        152,872
Workers' compensation and disability claims                           249,000        157,000 
Other                                                                 367,023        246,950
								  -----------    ----------- 
       Total other noncurrent liabilities                             767,312        556,822
								  -----------    ----------- 

 
CURRENT LIABILITIES 
Short-term borrowings                                                 635,012        764,163 
Long-term debt                                                        303,994        221,416 
Accounts payable 
  Trade creditors                                                     370,885        472,985
  Other                                                               436,577        389,065 
Accrued taxes                                                         449,529        303,575 
Deferred income taxes                                                 368,253        315,584 
Interest payable                                                       93,160         82,105 
Dividends payable                                                     227,059        203,923 
Other                                                                 423,378        487,809 
								  -----------    ----------- 
       Total current liabilities                                    3,307,847      3,240,625 
								  -----------    ----------- 
 
DEFERRED CREDITS 
Deferred income taxes                                               3,809,524      3,978,950 
Deferred investment tax credits                                       402,778        410,969 
Other                                                                 519,102        354,028 
								  -----------    ----------- 
       Total deferred credits                                       4,731,404      4,743,947 
 
CONTINGENCIES (Notes 2, 3 and 4)                                            -              -
								  -----------    ----------- 
 
TOTAL CAPITALIZATION AND LIABILITIES                              $27,221,662    $27,162,526
								  ===========    ===========


- -------------------------------------------------------------------------------------------- 
<FN>
The accompanying Notes to Consolidated Financial Statements are an integral part of this 
statement.



        
			       PACIFIC GAS AND ELECTRIC COMPANY
			     STATEMENT OF CONSOLIDATED CASH FLOWS
					  (unaudited)

- -------------------------------------------------------------------------------------------- 
								    Six months ended June 30,
								 --------------------------- 
(in thousands)                                                          1994            1993
- -------------------------------------------------------------------------------------------- 
 
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                         $ 478,317      $  501,014
Adjustments to reconcile net income to 
  net cash provided by operating activities
    Depreciation and decommissioning                                 693,743         639,996
    Amortization                                                      33,530          36,854
    Deferred income taxes and investment tax credits--net             26,893         (43,742)
    Allowance for equity funds used during construction               (9,737)        (21,461)
    Net effect of changes in operating assets
      and liabilities
	Accounts receivable                                          (50,091)         33,769
	Regulatory balancing accounts receivable                    (166,513)        103,766
	Inventories                                                   35,022          12,152
	Accounts payable                                             (54,588)          9,773
	Accrued taxes                                                156,633         110,018 
	Other working capital                                        (36,849)        153,097 
	Other deferred charges                                       (14,770)        (57,628)
	Other noncurrent liabilities                                  50,534         (35,007)
	Other deferred credits                                       167,850          27,048
    Other--net                                                        13,876         (10,074)  
								  ----------      ----------
Net cash provided by operating activities                          1,323,850       1,459,575
								  ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES 
Construction expenditures                                           (458,909)       (954,928)
Allowance for borrowed funds used during construction                 (7,774)        (22,259)
Nonregulated expenditures                                           (163,968)        (57,614)
Other--net                                                            16,931          (4,688)
								  ----------      ----------
Net cash used by investing activities                               (613,720)     (1,039,489)
								  ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES 
Common stock issued                                                  138,768         151,008
Common stock repurchased                                             (60,320)         (4,541)
Preferred stock issued                                                62,312          75,000
Preferred stock redeemed                                             (82,995)       (132,784)
Long-term debt issued                                                 55,000       1,159,650 
Long-term debt matured or reacquired                                (230,245)       (938,815)
Short-term debt redeemed--net                                       (129,151)       (281,427)
Dividends paid                                                      (441,277)       (422,820)
Other--net                                                            15,380         (11,282)
								  ----------      ---------- 
Net cash used by financing activities                               (672,528)       (406,011)
								  ----------      ----------
NET CHANGE IN CASH AND CASH EQUIVALENTS                               37,602          14,075 

CASH AND CASH EQUIVALENTS AT JANUARY 1                                61,066          97,592
								   ---------      ----------

CASH AND CASH EQUIVALENTS AT JUNE 30                              $   98,668      $  111,667
								  ==========      ==========

Supplemental disclosures of cash flow information
  Cash paid for
    Interest (net of amounts capitalized)                         $  338,144      $  338,124
    Income taxes                                                     232,519         312,005
	
- -------------------------------------------------------------------------------------------- 
<FN>
The accompanying Notes to Consolidated Financial Statements are an integral part of this 
statement.




		     PACIFIC GAS AND ELECTRIC COMPANY
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
				(unaudited)


NOTE 1:  GENERAL
- ----------------

Basis of Presentation:
- ---------------------
The accompanying unaudited consolidated financial statements of 
Pacific Gas and Electric Company (PG&E) and its wholly owned and 
majority-owned subsidiaries (collectively, the Company) have been 
prepared in accordance with the interim period reporting requirements 
of Form 10-Q.  This information should be read in conjunction with 
the Consolidated Financial Statements and Notes to Consolidated 
Financial Statements incorporated by reference in the 1993 Annual 
Report on Form 10-K.

In the opinion of management, the accompanying statements reflect all 
adjustments necessary to present a fair statement of the financial 
position and results of operations for the interim periods.  All 
material adjustments are of a normal recurring nature unless 
otherwise disclosed in this Form 10-Q.  Prior year's amounts in the 
consolidated financial statements have been reclassified where 
necessary to conform to the 1994 presentation.  Results of operations 
for interim periods are not necessarily indicative of results to be 
expected for a full year.

Nuclear Decommissioning Costs:
- -----------------------------
The estimated total obligation for nuclear decommissioning costs is 
approximately $1.1 billion in 1994 dollars (or $4.5 billion in 
escalated dollars); this obligation is being recognized ratably over 
the facilities' lives.  This estimate considers the total cost 
(including labor, materials and other costs) of decommissioning and 
dismantling plant systems and structures and includes a contingency 
factor for possible changes in regulatory requirements and waste 
disposal cost increases.  

The decommissioning method selected for Diablo Canyon anticipates the 
equipment, structures, and portions of the facility and site 
containing radioactive contaminants will be removed or decontaminated 
to a level that permits the property to be released for unrestricted 
use shortly after cessation of operations.  Humboldt Bay Power Plant 
is being decommissioned under a method that consists of placing and 
maintaining the facility in protective storage until some future time 
when dismantling can be initiated.

As of June 30, 1994, the Company had accumulated in external trust 
funds $587 million (at fair value) to be used for the decommissioning 
of its nuclear facilities.  The average annualized escalation rate 
and the assumed return on qualified trust assets used to calculate 
the decommissioning obligation are approximately 5.5 percent and 5.25 
percent (6.25 percent on nonqualified trust assets), respectively.

NOTE 2:  ELECTRIC INDUSTRY RESTRUCTURING
- ----------------------------------------

California Public Utilities Commission (CPUC) Electric Industry 
Restructuring Proposal:  In April 1994, the CPUC issued an order 
instituting a rulemaking and an investigation (OIR/OII) on electric 
industry restructuring.  The proposal, which is subject to comment and 
modification, involves two major changes in electric industry 
regulation.  The first would move electric utilities from traditional 
cost-of-service regulation to performance-based ratemaking.  The second 
would unbundle electric services and provide electric utility retail 
customers the option to choose from a range of electric generation 
providers, including utilities (direct access).  Direct access would be 
phased in over a six-year period from 1996 to 2002.  The utility would 
still be obligated to provide transmission and distribution services to 
all customers.  To ensure an orderly transition that maintains the 
financial integrity of the utilities, the CPUC proposed that stranded 
costs of utility generating assets be recovered through a "competition 
transition charge."  However, the OIR/OII did not specify which costs 
might be recovered through such a transition charge nor how such a 
charge would be allocated to and collected from customers.

In June 1994, the Company filed its initial comments on the CPUC's 
proposal.  The Company's response proposed an implementation schedule 
for direct access beginning in 1996, with direct access service 
available to all customers by 2008.  If the Company's proposed 
implementation schedule is adopted, it will request recovery of certain 
incurred and committed costs through the transition charge, but will 
not request recovery of transition costs associated with its electric 
generation facilities.  For direct access customers, the Company 
proposed that it be given the pricing flexibility to compete and sell 
unbundled electric power while assuming the market risk of competitive 
pricing.  The Company indicated that its proposed schedule, coupled 
with pricing flexibility, will permit the Company sufficient time to 
reduce its generation costs and recover its investments in facilities.

The CPUC has indicated that it anticipates adopting a final policy 
statement no earlier than October 1994.  However, this policy statement 
will be subject to state legislative review before it can be 
implemented by the CPUC.  (See Changing Competitive and Regulatory 
Environment in Management's Discussion and Analysis of Consolidated 
Results of Operations and Financial Condition for further discussion.)

Financial Impact of the Electric Industry Restructuring Proposal:
Based on the regulatory framework in which it operates, the Company 
currently accounts for the economic effects of regulation in accordance 
with the provisions of Statement of Financial Accounting Standards 
(SFAS) No. 71, "Accounting for the Effects of Certain Types of 
Regulation."  As a result of applying the provisions of SFAS No. 71, 
the Company has accumulated approximately $3.5 billion of regulatory 
assets, including balancing accounts, as of June 30, 1994. 

In the event that recovery of specific costs through rates becomes 
unlikely or uncertain for all or a portion of the Company's utility 
operations, whether resulting from the expanding effects of competition 
or specific regulatory actions which move the Company away from cost-
of-service ratemaking, SFAS No. 71 would no longer apply.  
Discontinuation of SFAS No. 71 would cause the write-off of applicable 
portions of regulatory assets, which could have a significant adverse 
impact on the Company's financial position or results of operations.

If the OIR/OII is adopted it would impact the future application of 
SFAS No. 71 for the electric generation portion of the Company's 
operations.  The regulatory assets attributable to electric generation, 
excluding balancing accounts which under existing conditions would be 
expected to be recovered over the next few years, are estimated to be 
$1.2 billion at June 30, 1994.  This amount is based on the Company's 
estimate of the allocation of these assets; the actual amount could 
vary depending on the allocation methods adopted by the CPUC.  The 
amount of regulatory assets to be written off upon adoption of the 
OIR/OII proposal could be substantially reduced depending on the 
specific recovery provided during the transition to direct access.  

Under the Company's OIR/OII proposal for the transition to direct 
access, the Company indicated that it would increase Diablo Canyon's 
depreciation expense by as much as $200 million annually.  This 
increase reflects the uncertainty about the economic life of Diablo 
Canyon as a result of the OIR/OII.  This change will not have an impact 
on rates.

The CPUC's OIR/OII could impact the Company's recovery of its costs and 
investments in electric utility assets, the Diablo Canyon rate case 
settlement and continued application of SFAS No. 71.  The final 
determination of the impact will be dependent upon the form of 
regulation, including transition mechanisms, if any, ultimately adopted 
by the CPUC, and the effects of competition.  The Company is unable to 
predict the ultimate effect of the OIR/OII on its financial position or 
results of operations.


The Company has been advised by its independent public accountants 
that, if this matter has not been resolved prior to the completion of 
their audit of the Company's financial statements for the year ending 
December 31, 1994, their auditors' report on those financial statements 
will include an explanatory paragraph relating to this contingency.

NOTE 3:  REASONABLENESS PROCEEDINGS
- -----------------------------------

Recovery of energy costs through the Company's regulatory balancing 
account mechanisms is subject to a CPUC determination that such costs 
were incurred reasonably.  

During reasonableness proceedings, the Division of Ratepayer Advocates 
(DRA), a consumer advocacy branch of the CPUC staff, as well as other 
groups (intervenors) may make recommendations to the CPUC.  An 
Administrative Law Judge (ALJ) will review testimony and issue a 
proposed decision.  Neither the DRA's recommendations nor the ALJ's 
proposed decision constitutes a CPUC decision.  The CPUC can accept 
all, part or none of the recommendations or the ALJ's proposed decision 
in its final decision.  Under the current regulatory framework, annual 
reasonableness proceedings are conducted by the CPUC on a historic 
calendar year basis.

1988-1990:  In March 1994, the CPUC issued decisions covering the years 
1988 through 1990, ordering a disallowance of $90 million of gas costs, 
plus accrued interest of approximately $25 million for the Company's 
Canadian gas procurement activities, and $8 million for gas inventory 
operations.  The Company intends to contest the Canadian gas cost 
disallowance and has filed an application for rehearing of that 
decision.

The decision on the Company's Canadian gas procurement activities found 
that the Company could have saved its customers money if it had 
bargained more aggressively with its then-existing Canadian suppliers 
or bought lower-priced gas from other Canadian sources.  The CPUC 
concluded that it was appropriate for the Company to take about 70 
percent of its daily customer gas demand at the actual price charged 
under its then-existing Canadian gas supply contracts, but that the 
Company could have met the remainder of its daily demand with lower-
priced gas, either under those same contracts or with purchases from 
other Canadian natural gas sources.

In its decision to disallow $8 million for gas inventory operations, 
the CPUC found the Company's gas inventory operations during 1988 
through 1990 to be reasonable except that the Company should have 
withdrawn more gas from storage during December 1990 for use by the 
Company's electric department.

CPUC consideration of other issues which relate to purchased electric 
energy and certain contracts with Southwestern gas producers has been 
deferred.  With respect to purchased electric energy costs, the DRA 
recommended a disallowance of $18 million for the Company's expenses 
for purchased power from the Pacific Northwest.  The Company purchased 
electric energy when it was cheaper than its incremental fossil fuel 
generation costs.  The DRA argues that if cheaper Canadian gas supplies 
had been used, the Company's incremental fossil fuel generation costs 
would have been lower than the purchased power costs.  The DRA also 
indicated that it will be filing recommendations for the effects of any 
imprudently incurred Canadian gas costs on the prices paid by the 
Company for energy purchased from qualifying facilities (QFs) and 
geothermal steam sources.  The DRA has not yet addressed issues related 
to certain contracts with Southwestern gas producers.

1991: The DRA issued a report on the reasonableness of the Company's 
gas procurement and operating activities for 1991, which was modified 
following the CPUC's decision on the 1988-1990 period.  As modified in 
June 1994, the DRA's report recommends that the Company refund $52 
million related to Canadian gas purchases and $11 million related to 
gas inventory operations and Southwestern gas procurement issues.  A 
final CPUC decision in this proceeding is expected later in 1994 or 
early in 1995.

1992:  The DRA issued a report on the reasonableness of the Company's 
gas procurement and operating activities for 1992, which was modified 
in June 1994, recommending a disallowance of $61 million.  The 
recommended disallowance includes $30 million related to Canadian gas 
purchases and $8 million related to gas inventory operations.  Also 
included are disallowances totaling $23 million related to Southwest 
gas transportation and procurement issues.  It is possible that similar 
issues will be raised regarding the Company's Canadian gas procurement 
activities during 1993.  However, because the market price of natural 
gas increased in 1993, the Company estimates the disallowance that the 
DRA may recommend for 1993 should be significantly lower than those for 
prior years.

Affiliate Audit:  In connection with the reasonableness proceeding for 
1991, the DRA initiated an investigation of the operations of Alberta 
and Southern Gas Co. Ltd. (A&S), a wholly owned gas purchasing 
subsidiary of the Company, for 1988 through 1991.   The DRA reviewed 
certain nongas costs, primarily Canadian pipeline charges and A&S 
overhead costs, and recommended a penalty of $50 million.  The 
recommended penalty is primarily related to the Company's alleged 
failure to properly oversee its subsidiary's activities.  A final CPUC 
decision is not expected until later in 1994 or early 1995.  
Recommendations related to 1992 activities may be made in a subsequent 
report.

In addition, the DRA has indicated that it will be issuing a 
supplemental report addressing matters relating to the Company's former 
affiliate, Alberta Natural Gas Company (ANG) and the implications, if 
any, of ANG's status as an affiliate of the Company.  The DRA has noted 
that a substantial portion of ANG's profits were derived from the 
operation of the Cochrane liquids extraction plant and that the plant's 
profitability contributed to the Company's pretax profit of $49 million 
from the sale of its ANG shares in 1992.

Financial Impact of Reasonableness Proceedings:  The Company believes 
that its gas procurement activities, transportation arrangements and 
operations were prudent and will vigorously contest any disallowance or 
penalty recommended by the DRA or other parties.  

The Company accrued $61 million in the fourth quarter of 1993 and 
approximately $90 million in the first quarter of 1994 as a result of 
the CPUC's disallowances in the gas reasonableness proceedings for 1988 
through 1990 and the Company's assessment of how the CPUC's decisions 
may impact the open reasonableness issues.  However, the Company 
intends to contest the CPUC's decision on the Canadian gas disallowance 
for 1988 through 1990 and has filed an application for rehearing of 
that decision.  

The Company currently is unable to estimate the ultimate outcome of the 
gas reasonableness proceedings, including the affiliate audit, or 
predict whether such outcome will have a significant adverse impact on 
its results of operations.



NOTE 4:  CONTINGENCIES
- ----------------------

Helms Pumped Storage Plant (Helms):
- ----------------------------------
The Company has filed an application for rate recovery of the 
remaining unrecovered Helms costs, the associated revenue requirement 
on such costs since 1984 and lost revenues during the time the 
generators were being repaired.  The remaining net unrecovered costs 
(after adjustment for depreciation) and revenues totaled $105 million 
at June 30, 1994.

The Company has held discussions of possible settlement of these 
issues with the DRA, but has not reached any conclusion.

The Company is uncertain whether, and to what extent any of the 
remaining costs and revenues will be recovered through the ratemaking 
process.  

Nuclear Insurance:  
- -----------------
The Company is a member of Nuclear Mutual Limited (NML) and Nuclear 
Electric Insurance Limited (NEIL I and II).  If the nuclear plant of 
a member utility is damaged or increased costs for business 
interruption are incurred due to a prolonged accidental outage, the 
Company may be subject to maximum assessments of $18 million 
(property damage) or $7 million (business interruption), in each case 
per policy period, if losses exceed premiums, reserves and other 
resources of NML, NEIL I or NEIL II.

The federal government has enacted laws that require all utilities 
with nuclear generating facilities to share in payment for claims 
resulting from a nuclear incident.  The Price-Anderson Act limits 
industry liability for third-party claims resulting from any nuclear 
incident to $9.2 billion per incident.  Coverage of the first $200 
million is provided by a pool of commercial insurers.  If a nuclear 
incident results in public liability claims in excess of $200 
million, the Company may be assessed up to $159 million per incident, 
with payments in each year limited to a maximum of $20 million per 
incident.

Environmental Remediation:
- -------------------------
The Company assesses, on an ongoing basis, measures that may need to 
be taken to comply with laws and regulations related to hazardous 
materials and hazardous waste compliance and remediation activities.  
The Company may be required to pay for remedial action at sites where 
the Company has been or may be a potentially responsible party under 
the Comprehensive Environmental Response, Compensation, and Liability 
Act (CERCLA; federal Superfund law) or the California Hazardous 
Substance Account Act (California Superfund law).  These sites 
include former manufactured gas plant sites or sites used by the 
Company for the storage or disposal of materials which may be 
determined to present a significant threat to human health or the 
environment because of an actual or potential release of hazardous 
substances.  Under CERCLA, the Company's financial responsibilities 
may include remediation of hazardous wastes, even if the Company did 
not deposit those wastes on the site.  

The overall costs of the hazardous materials and hazardous waste 
compliance and remediation activities ultimately undertaken by the 
Company are difficult to estimate due to uncertainty concerning the 
Company's responsibility, the complexity of environmental laws and 
regulations, and the selection of compliance alternatives.  However, 
based on the information currently available, the Company has an 
accrued liability as of June 30, 1994, of $62 million for hazardous 
waste remediation costs.  The ultimate amount of such costs may be 
significantly higher if, among other things, the Company is held 
responsible for cleanup at additional sites, other potentially 
responsible parties are not financially able to contribute to these 
costs, or further investigation indicates that the extent of 
contamination and affected natural resources is greater than 
anticipated at sites for which the Company is responsible.

The Company believes that the ultimate outcome of these matters will 
not have a significant adverse impact on its financial position or 
results of operations.

Legal Matters:
- -------------
Stanislaus Litigation:  In December 1993, the County of Stanislaus, 
California, and a residential customer of PG&E, filed a complaint 
against PG&E and Pacific Gas Transmission Company, a subsidiary of 
the Company, on behalf of themselves and purportedly as a class 
action on behalf of all natural gas customers of PG&E, for the period 
of February 1988 through October 1993.  The complaint alleges that 
the purchase of natural gas in Canada by A&S was accomplished in 
violation of various antitrust laws which resulted in increased 
prices of natural gas for PG&E's customers.

The complaint alleges that the Company could have purchased as much 
as 50 percent of its Canadian gas on the spot market instead of 
relying on long-term contracts and that the damage to the class 
members is at least as much as the price differential multiplied by 
the replacement volume of gas, an amount estimated in the complaint 
as potentially exceeding $800 million.  The complaint indicates that 
the damages to the class could include over $150 million paid by the 
Company to terminate the contracts with the Canadian gas producers in 
November 1993.  The complaint also seeks recovery of three times the 
amount of the actual damages pursuant to antitrust laws.

The Company believes the case is without merit and has filed a motion 
to dismiss the complaint.  The Company believes that the ultimate 
outcome will not have a significant adverse impact on its financial 
position.

Hinkley Litigation:  In 1993, a complaint was filed in San Bernardino 
County Superior Court on behalf of individuals seeking recovery of an 
unspecified amount of damages for personal injuries and property 
damage allegedly suffered as a result of exposure to chromium near 
the Company's Hinkley Compressor Station, as well as punitive 
damages.  The original complaint has been amended, and additional 
complaints have been filed, to include additional plaintiffs.

The plaintiffs contend that the Company discharged chromium-
contaminated wastewater into unlined ponds, which led to chromium 
percolating into the groundwater of surrounding property.  The 
plaintiffs further allege that the Company discharged the chromium 
into those ponds to avoid costly alternatives.

In 1987, the Company undertook an extensive project to remediate 
potential groundwater chromium contamination.  The Company has 
incurred substantially all of the costs it currently deems necessary 
to clean up the affected groundwater contamination.  In accordance 
with the remediation plan approved by the regional water quality 
control board, the Company will continue to monitor the affected area 
and periodically perform environmental assessments.

In November 1993, the parties engaged in private mediation sessions.  
Since then, plaintiffs' counsel has offered to compromise and 
settle plaintiffs' claims against the Company for $265 million.  
However, that amount related to the claims of only approximately two-
thirds of the presently known plaintiffs.  There have been subsequent 
mediation sessions but no resolution has been reached and discussions 
continue.

The Company is unable to estimate the ultimate outcome of this 
matter, but such outcome could have a significant adverse impact on 
the Company's results of operations.  The Company believes that the 
ultimate outcome of this matter will not have a significant adverse 
impact on its financial position.  

QF Transmission Constrained Area Litigation:  In July 1994, the 
Company settled a lawsuit resulting from the termination of a power 
purchase agreement.  The settlement did not have a significant impact 
on the Company's financial position or results of operations.

County Franchise Fees Litigation:  In March 1994, Santa Clara and 
Alameda counties filed a class action suit against the Company on 
behalf of themselves and 45 other counties in the Company's service 
area.  This lawsuit alleges that the Company underpaid franchise fees 
to the counties for the right to use or occupy public streets or 
roads as a result of incorrectly computing these payments.  Should 
the counties prevail, the amount of damages for alleged underpayments 
for the years 1987 through 1993 could be as high as $127 million, 
including interest, as of June 30, 1994.  The Company believes that 
the ultimate outcome will not have a significant adverse impact on 
its financial position or results of operations.

City Franchise Fees Litigation:  In May 1994, the City of Santa Cruz 
filed a class action suit against the Company on behalf of itself and 
106 other cities in the Company's service area.  The complaint 
alleges that the Company has improperly underpaid electric franchise 
fees to the cities by calculating fees at different rates from other 
cities.  Should the cities prevail, the amount of damages for alleged 
underpayments for the years 1987 through 1993 could be as high as 
$117 million, including interest, as of June 30, 1994.  The Company 
believes that the ultimate outcome will not have a significant 
adverse impact on its financial position or results of operations.


Item 2.   Management's Discussion and Analysis of Consolidated
	  ----------------------------------------------------
	  Results of Operations and Financial Condition
	  ---------------------------------------------

RESULTS OF OPERATIONS
- ---------------------
Pacific Gas and Electric Company (PG&E) and its wholly owned and 
majority-owned subsidiaries (collectively, the Company) have three 
types of operations:  utility, Diablo Canyon Nuclear Power Plant 
(Diablo Canyon) and nonregulated through PG&E Enterprises 
(Enterprises).  For the six months ended June 30, 1994 and 1993, 
selected financial information for the three types of operations is 
shown below:


- ---------------------------------------------------------------------------------------------------- 

					  Utility    Diablo Canyon    Enterprises              Total 
(in millions, except               --------------    -------------   ------------     --------------
per share amounts)                  1994     1993     1994    1993    1994   1993      1994     1993
- ---------------------------------------------------------------------------------------------------- 
                                                                     
THREE MONTHS ENDED
JUNE 30

Operating revenues
  Electric                       $ 1,506  $ 1,376   $  398  $  454   $   -  $   -   $ 1,904  $ 1,830
  Gas                                483      570        -       -      53     64       536      634
				 -------  -------   ------  ------   -----  -----   -------  -------   
    Total operating revenues       1,989    1,946      398     454      53     64     2,440    2,464
Operating expenses                 1,709    1,716      279     294      56     66     2,044    2,076
				 -------  -------   ------  ------   -----  -----   -------  ------- 
Operating income (loss)          $   280  $   230   $  119  $  160   $  (3) $  (2)  $   396  $   388
				 =======  =======   ======  ======   =====  =====   =======  ======= 
Net income (loss)                $   174  $   125   $   80  $  111   $ (13) $   9   $   241  $   245

Earnings (loss) per common share $   .38  $   .26   $  .18  $  .25   $(.03) $ .02   $   .53  $   .53


SIX MONTHS ENDED
JUNE 30

Operating revenues
  Electric                       $ 2,887  $ 2,716   $  833  $  836   $   -  $   -   $ 3,720  $ 3,552
  Gas                              1,127    1,254        -       -     107    122     1,234    1,376
				 -------  -------   ------  ------   -----  -----   -------  -------   
    Total operating revenues       4,014    3,970      833     836     107    122     4,954    4,928
Operating expenses                 3,450    3,447      582     553     112    120     4,144    4,120
				 -------  -------   ------  ------   -----  -----   -------  ------- 
Operating income (loss)          $   564  $   523   $  251  $  283   $  (5) $   2   $   810  $   808
				 =======  =======   ======  ======   =====  =====   =======  ======= 
Net income (loss)                $   315  $   299   $  176  $  185   $ (13) $  17   $   478  $   501

Earnings (loss) per common share $   .69  $   .64   $  .39  $  .41   $(.03) $ .04   $  1.05  $  1.09

Total assets at June 30          $19,926  $19,021   $6,131  $6,327   $1,165 $1,005  $27,222  $26,353

- ----------------------------------------------------------------------------------------------------


Earnings Per Common Share:
- -------------------------
The Company's earnings per common share for the three months ended 
June 30, 1994, remained unchanged from the comparable period of 1993, 
resulting from lower costs in 1994 as a result of the Company's 
workforce reduction program implemented in 1993, that were partially 
offset by an increase in litigation reserves and a loss associated 
with Enterprises' sale of several oil and gas properties as discussed 
in the Sales and Acquisition section below.  The Company's earnings 
per share for 1993 reflected proceeds received by Enterprises 
resulting from the termination of a power sales agreement.  In 
addition, Diablo Canyon operated at a lower capacity factor in the 
second quarter of 1994 due to both scheduled and unscheduled outages.

The Company's earnings per common share for the six months ended June 
30, 1994, were lower than for the comparable period of 1993 primarily 
due to higher expenses related to gas matters, an increase in 
litigation reserves and a loss associated with Enterprises' sale of 
several oil and gas properties.  These higher expenses were offset by 
lower costs resulting from the workforce reduction program implemented 
in 1993.  As discussed above, the Company's earnings per common share 
for 1993 reflected proceeds received by Enterprises.  As discussed 
below, Diablo Canyon operated at a lower capacity factor for the six 
months ended June 30, 1994.

Common Stock Dividend:
- ---------------------
The Company's common stock dividend is based on a number of financial 
considerations, including sustainability, financial flexibility and 
competitiveness with investment opportunities of similar risk.  Over 
time, the Company plans to reduce its dividend payout ratio (dividends 
declared divided by earnings available for common stock) to between 50 
and 65 percent (based on earnings exclusive of nonrecurring 
adjustments) to reflect the increased business risk in the utility 
industry and the earnings volatility associated with the Diablo Canyon 
rate case settlement.

At this time, the Company is unable to determine the impact, if any, 
the proposed restructuring of the electric industry in California will 
have on the Company's ability to increase its dividends in the future .  
The ultimate impact will depend on the final form of the restructuring 
when it is implemented.

Operating Revenues:
- ------------------
Electric revenues for the three and six months ended June 30, 1994, 
increased compared with the same periods of 1993 primarily due to an 
increase in revenues related to electric energy costs in 1994 which 
was partially offset by a decrease in Diablo Canyon revenues as 
discussed above.  

Gas revenues for the three and six months ended June 30, 1994, 
decreased compared with the same periods of 1993, primarily due to a 
decrease in revenues received from noncore customers.  Beginning in 
the latter half of 1993, the implementation of regulatory changes has 
allowed many of the Company's noncore customers to arrange for the 
purchase of their own gas supplies, with the Company providing 
transportation service for these noncore customers.



Operating Expenses:
- ------------------
The changes in operating expenses for the three and six months ended 
June 30, 1994, compared with the same periods of 1993, were due to 
lower expenses related to the Company's 1993 workforce reduction 
program and a decrease in the cost of gas due to the Company no 
longer procuring gas for noncore customers, as discussed above.  This 
decrease was offset by an increase in the cost of electric energy as 
a result of less favorable hydroelectric conditions.  This increase 
in the cost of electric energy also reflects an increase in the cost 
per kilowatthour (kWh) for purchased power and an increase in the 
volume of gas used to provide electric energy.  

Diablo Canyon:
- -------------
The Diablo Canyon plant capacity factors for the six months ended June 
30, 1994 and 1993, were 75 percent and 80 percent, respectively, 
reflecting the scheduled refueling outage for Unit 1 in 1994 and for 
Unit 2 in 1993.  The 1994 capacity factors were also impacted by 
approximately 24 days of extended unscheduled outages during the six 
months ended June 30, 1994, due to two minor nonnuclear problems.  
There were no extended unscheduled outages during the six months ended 
June 30, 1993.  Through June 30, 1994, the lifetime capacity factor for 
the plant was 79 percent.  The Diablo Canyon rate case settlement bases 
revenues primarily on the amount of electricity generated by the plant, 
rather than on traditional cost-based ratemaking.  Each Diablo Canyon 
unit will contribute approximately $3.1 million in revenues per day at 
full operating power in 1994.

Changing Competitive and Regulatory Environment:
- -----------------------------------------------
Competitive and regulatory changes in the Company's gas and electric 
businesses are occurring at an ever increasing rate.  In particular, 
there is increasing pressure on the Company to provide its largest 
electric and gas customers with competitive prices.  In April 1994, the 
California Public Utilities Commission (CPUC) issued a proposal on 
electric industry restructuring which seeks to put downward pressure on 
prices, and enhance California's competitiveness by changing from 
traditional cost-based ratemaking to performance-based ratemaking, 
unbundling electric service and phasing-in retail wheeling over a six-
year period beginning in 1996.  Meanwhile, the Company has made several 
proposals to modify regulatory processes and to provide additional 
pricing flexibility to those customers with the most competitive 
options.  These proposals are discussed below under the CPUC Electric 
Industry Restructuring Proposal, Regulatory Reform Initiative (RRI) and 
Long-Term Noncore Gas Transportation Prices sections.

CPUC Electric Industry Restructuring Proposal:  In April 1994, the CPUC 
issued an order instituting a rulemaking and an investigation (OIR/OII) 
on electric industry restructuring.  The OIR/OII follows a report 
issued by the CPUC's Division of Strategic Planning in February 1993, 
which concluded that the current regulatory approach is incompatible 
with the emerging industry structure resulting from technological 
change, increasing competitive pressure and new market forces.

The CPUC's proposal, which is subject to comment and modification, 
involves two major changes in electric industry regulation.  The first 
would move electric utilities from traditional cost-of-service rate 
cases to performance-based ratemaking (PBR) in order to provide 
stronger incentives for efficient utility operations, management and 
investment.  The CPUC indicated that the ongoing energy utility PBR 
application proceedings, including the Company's RRI, would be used to 
develop programs which may vary in detail among the utilities.

The second major change proposed in the OIR/OII would unbundle electric 
services and require the phase-in of direct access by electric utility 
retail customers to a range of electric generation providers, including 
utilities, over a six-year period from 1996 to 2002.  After the 
unbundling of electric services, the utility serving a given territory 
would still be obligated to provide transmission and distribution 
services on a nondiscriminatory basis to customers choosing direct 
access service from another provider.  This concept is commonly 
referred to as retail wheeling.  Coinciding with these changes, the 
CPUC foresees development of a competitive spot market for electric 
generation and an increasing need for inter-regional coordination of 
the electric grid.  Existing resource planning and procurement 
approaches would be abolished.  In addition, the Electric Revenue 
Adjustment Mechanism (ERAM) and other balancing account mechanisms 
would be discontinued for direct access customers.

Under the CPUC's proposal, direct access to generation for the 
Company's industrial customers, representing 16 percent of total retail 
electric revenue, would be phased in over a three-year period beginning 
in January 1996.  Commercial customers, representing 39 percent of 
total retail electric revenue, would have direct access beginning in 
January 1999.  All remaining customers (primarily residential), 
representing 45 percent of total retail electric revenue, would have 
direct access beginning in January 2002.

With respect to electric services, the CPUC would open at least two 
investigation proceedings to examine (1) the potential for and cost 
allocations of any uneconomic utility generating assets, and (2) 
unbundling and pricing of utility services for direct access.  Under 
the CPUC's proposal, the utility would remain the provider of last 
resort for all customers.  Direct access customers who purchase 
electricity from another source would continue to secure services from 
utilities, including distribution, transmission, system control and 
coordination, and other required services.  Utilities would be given 
the pricing flexibility to compete effectively for direct access 
customers.  Prices negotiated between the utility and direct access 
customers could not exceed the tariffed rate or fall below the 
utility's marginal cost of providing the service.  The CPUC proposed 
that discounts given to direct access customers would be absorbed by 
the utility's shareholders.

To ensure an orderly transition that maintains the financial integrity 
of the utilities, the CPUC proposed that stranded costs of utility 
generating assets be recovered through a "competition transition 
charge."  All consumers, including direct access consumers, would 
contribute to recovery of these transition costs.  To the extent that 
uneconomic costs are passed on to all ratepayers through a transition 
mechanism, the CPUC proposed not to allow any customer class' overall 
allocation of generation costs or amortization schedules to exceed 
current levels, in order to avoid a shift of those costs among customer 
classes or across generations of customers.  The OIR/OII stated that 
utilities would not be at risk for recovery of the uneconomic portion 
of the utilities' generating assets.  The CPUC's investigation into 
uneconomic generating assets will include consideration of any costs 
relating to existing utility obligations under certain electric 
purchase contracts as well as long-term fuel contracts.  The Diablo 
Canyon rate case settlement is not specifically addressed in the 
OIR/OII.

In June 1994, the Company filed its initial comments on the CPUC's 
proposal.  In its comments, the Company indicated that it shares the 
CPUC's goal of effecting the transition to a more competitive world in 
a manner which would:  (1) achieve competitive electric prices for 
consumers; (2) maintain utilities' financial integrity; (3) sustain an 
electric supply system which provides reliable service for all 
Californians; (4) avoid shifting of costs from one group of customers 
to another (in particular, to residential customers); and (5) allow 
continuation of California's environmental and social benefit programs.  
The Company noted that to achieve these objectives, the CPUC must 
resolve fundamental legal, jurisdictional and public policy issues and 
obtain the approval of the Federal Energy Regulatory Commission and the 
California State Legislature (Legislature).  The Company's proposal in 
response to the CPUC OIR/OII includes the following key elements:

(1)  Implementation Schedule:  The Company proposed an implementation 
schedule that would allow all electric power consumers access to a 
retail electric power marketplace by January 1, 2008.  Direct access 
would commence as proposed by the CPUC on January 1, 1996, but for a 
more limited set of large customers receiving service at transmission 
voltage levels.  Each year, additional groups of customers would be 
included in the direct access category.

Industrial and large commercial customers which would be eligible in 
the period 1996 through 2002 represent approximately 23 percent of 
total retail electric revenue.  The remaining nonresidential customers, 
which would be eligible in the period 2003 through 2006, represent 
approximately 38 percent of total retail electric revenue.  Residential 
customers would be eligible in 2007 and 2008 and represent 
approximately 39 percent of total retail electric revenue.  If the 
Company's proposed implementation schedule is adopted, it will request 
recovery of certain incurred and committed costs through the transition 
charge, but will not request recovery of transition costs associated 
with its electric generation facilities.  The Company indicated that 
its proposed schedule, coupled with pricing flexibility, will permit 
the Company sufficient time to reduce its generation costs and recover 
its investments in facilities.

(2)  Transition Costs:  The Company identified three main categories of 
potential transition costs described below.  The Company's proposal 
dealt with these costs in two ways:  by allowing sufficient time to 
reduce the amount of transition costs, and by imposing transition 
charges which must be paid by all customers.

(i)  Ongoing costs associated with utility-owned generation facilities:  
If the Company's proposals are adopted in their entirety, the Company 
would accept the full market risk of recovery of the ongoing costs of 
its generation facilities, including Diablo Canyon under the pricing 
formula in the rate case settlement, whether due to discounted prices 
or lost sales.

Under the Company's OIR/OII proposal for the transition to direct 
access, the Company indicated that it would increase Diablo Canyon's 
depreciation expense by as much as $200 million annually.  This 
increase reflects the uncertainty about the economic life of Diablo 
Canyon as a result of the OIR/OII.  This change will not have an impact 
on rates.   

(ii)  Ongoing costs associated with above-market payments under 
qualifying facilities (QFs) power purchase agreements:  The Company 
purchases approximately 20 percent of its generation from QFs under 
long-term agreements mandated or approved by the CPUC, some of which 
result in payments above current market levels.  The Company indicated 
that the uneconomic portion of the energy and capacity payments 
provided under these agreements should be included in a transition 
charge borne by all customers interconnected to the system.  The 
Company estimates that in 1994 it will pay approximately $800 million 
over current market levels for these purchases.  The Company is 
attempting to buyout or restructure certain fixed-price QF contracts in 
order to reduce purchased power costs.

(iii)  Costs and obligations incurred in the past under traditional 
cost-of-service regulation:  The Company proposed transition cost 
recovery for existing regulatory assets and certain other costs and 
obligations arising out of historic utility activities related to 
electric generation.  These assets and costs include the unamortized 
balancing accounts related to the Energy Cost Adjustment Clause (ECAC) 
and the ERAM, the unamortized premium on reacquired debt, utility 
deferred taxes, workers' compensation and disability claims, pension 
costs, environmental mitigation costs associated with existing and 
retired electric plants, and post-retirement benefits other than 
pensions.

(3)  Pricing Flexibility and Market Risk for Utility Electric Power 
Sales:  The Company would continue to provide full retail service at 
regulated rates to full-service customers.  For direct access 
customers, the Company proposed that it be able to compete to sell them 
unbundled electric power, in a way that insulates full-service 
customers from any lost contribution to margin, whether due to reduced 
prices or lost sales.  When direct access to generation is available to 
all customers, the Company should be free to use its generation 
resources, including power purchase arrangements, in the competitive 
marketplace as it sees fit.

(4)  Environmental and Social Programs:  The Company proposed that none 
of the existing environmental and social programs should be 
discontinued because of a move to direct access.  Unless and until a 
policy decision is made to discontinue a program, costs should be 
allocated to all electric customers, including those who elect direct 
access.

(5)  Obligation to Serve:  For the foreseeable future, the Company 
proposed to retain an ongoing obligation to provide electric power for 
residential customers, but proposed that the utility should be 
obligated to provide electric supply only on a best-efforts basis to 
nonresidential direct access customers that decide to return to the 
Company for their power supply.

Currently, the CPUC is conducting hearings to receive parties' comments 
on its proposal.  The CPUC has indicated that it anticipates adopting a 
final policy statement no earlier than October 1994.  The two companion 
investigations described above are scheduled to be completed by June 
1995 so that eligible customers may commence direct access service in 
January 1996.  The CPUC will open a further investigation in July 1996 
to assess the direct access program and to determine whether and how to 
expand eligibility to other customers.

In addition, it appears likely that the Legislature will pass a 
resolution in August 1994 requesting that the CPUC not take any action 
to implement electric utility restructuring until it has first reported 
to the Legislature the details of that restructuring.  The report would 
be due no later than January 31, 1995.

RRI:  In March 1994, the Company filed an application with the CPUC 
requesting that it adopt the Company's proposed RRI and approve 1995 
electric and gas base revenue requirements.  The Company's proposal is 
the result of discussions with the CPUC, customers and other interested 
parties concerning various reforms to the current regulatory approach 
to setting rates.  While the guiding principles behind the Company's 
RRI proposal are not affected by the OIR/OII, many of the specifics 
would change.  Once the CPUC's electric industry restructuring plan is 
firm enough to allow it, the Company proposes to revise its RRI filing 
to reflect direct access, which would be effective January 1, 1996.

As filed, the Company's RRI has three components: (1) PBR for 
determining base revenues; (2) establishment of a large electric 
manufacturing class (LEMC) of customers; and (3) use of market 
benchmarks to evaluate gas procurement costs.  Specific proposals 
regarding the third component were not included in the Company's March 
1994 filing but are expected to be filed at a later date.  As part of 
its response to the OIR/OII, the Company proposed that a set of 
competitive pricing options be established for large electric 
customers.  These options would replace the proposal for the LEMC, 
since these customers would be permitted direct access in the initial 
years upon implementation of the OIR/OII.  Accordingly, the Company 
intends to eliminate its LEMC proposal when it refiles the RRI.

Under the Company's PBR proposal, electric and natural gas base 
revenues would be determined annually by formula rather than through 
General Rate Cases, Attrition Rate Adjustments (ARAs) and Cost of 
Capital proceedings.  Base revenues are intended to recover the 
Company's nonfuel costs and provide a return on invested capital.  

The PBR mechanism would not apply to the base revenue associated with 
Diablo Canyon, including Diablo Canyon decommissioning costs, which 
would continue to be determined pursuant to the Diablo Canyon rate case 
settlement.  Revenues to offset fuel and fuel-related costs would still 
be determined in the ECAC proceeding for electric operations and the 
Biennial Cost Allocation Proceeding (BCAP) for gas operations.  

The Company's proposed PBR mechanism would determine the base revenues 
by multiplying the base revenues authorized for the prior year by an 
index consisting of inflation plus customer growth less a productivity 
factor.  Those revenues would be adjusted up or down depending on the 
Company's achievement relative to four performance standards: Customer 
Energy Efficiency (CEE) programs, Energy Bills, Customer Satisfaction 
and Electric Service Reliability.  The adjustments related to the 
Company's performance in these four areas would be one-time 
modifications to that year's base revenues.  The adjustments for CEE 
incentives would be determined under existing ratemaking procedures.  
The maximum adjustment that the Company could earn or lose related to 
Energy Bills and Customer Satisfaction is $25 million per year for 
each, and the maximum for Electric Service Reliability is $19 million 
per year.  Under PBR, the Company could also apply for an adjustment to 
base revenues due to the occurrence of certain extraordinary events 
outside the Company's control.

The PBR proposal provides for the sharing between ratepayers and 
shareholders of earnings above or below a target utility return on 
equity (ROE) that would be computed annually.  To the extent actual ROE 
varies more than 200 basis points above or below the target ROE, the 
difference would be shared equally between ratepayers and shareholders 
through a reduction or increase in the next year's base revenue.  If 
actual ROE were more than 500 basis points above or below the target 
ROE, then the Company and the CPUC would each have the option to 
initiate a proceeding to reexamine the PBR formula.

As filed, the Company proposed that PBR base revenue indexing begin in 
1995.  However, this requested implementation date has been superseded 
by the Company's proposed 1995 Electric Rate Stabilization program, 
described below in the Rate Matters section.  Currently, it is not 
anticipated that rates set by PBR will be effective until January 1997.

In its filing, the Company proposed that PBR remain in place 
indefinitely.  The Company recommended that after five years the CPUC 
review the PBR mechanism and make any necessary adjustments, but not 
return to the use of traditional rate cases to set rates.

Long-Term Noncore Gas Transportation Prices:  In June 1994, the Company 
filed a petition with the CPUC to modify the decision that established 
the Expedited Application Docket (EAD), the existing competitive gas 
transportation contract procedure.  The petition requested 
authorization to implement an optional long-term noncore gas 
transportation price which would be offered to the Company's largest 
industrial and cogeneration gas transport customers under a ten-year 
service agreement.  

The proposed prices are intended to enable the Company to more 
effectively meet intensified competition by allowing it to offer a 
long-term competitive price without having to obtain CPUC approval on a 
contract-by-contract basis as is currently required under the EAD 
procedure. 

The proposed prices are within the range of prices negotiated under 
existing EAD contracts and would exceed the marginal cost of serving 
the customers eligible for the new prices.  The Company's shareholders 
would bear the risk of any revenue shortfalls attributable to 
differences between the long-term price option and the customer's 
otherwise applicable standard price.  If approved, the prices would be 
offered to existing qualifying customers over a two-month subscription 
period commencing on the date designated by the CPUC.  A CPUC decision 
is expected later this year.

Financial Impact of the Changing Competitive and Regulatory 
Environment:  Based on the regulatory framework in which it operates, 
the Company currently accounts for the economic effects of regulation 
in accordance with the provisions of Statement of Financial Accounting 
Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types 
of Regulation."  As a result of applying the provisions of SFAS No. 71, 
the Company has accumulated approximately $3.5 billion of regulatory 
assets, including balancing accounts, as of June 30, 1994. 

In the event that recovery of specific costs through rates becomes 
unlikely or uncertain for all or a portion of the Company's utility 
operations, whether resulting from the expanding effects of competition 
or specific regulatory actions which move the Company away from cost-
of-service ratemaking, SFAS No. 71 would no longer apply.  
Discontinuation of SFAS No. 71 would cause the write off of applicable 
portions of regulatory assets, which could have a significant adverse 
impact on the Company's financial position or results of operations.

If the OIR/OII is adopted it would impact the future application of 
SFAS No. 71 for the electric generation portion of the Company's 
operations.  The regulatory assets attributable to electric generation, 
excluding balancing accounts which under existing conditions would be 
expected to be recovered over the next few years, are estimated to be 
$1.2 billion at June 30, 1994.  This amount is based on the Company's 
estimate of the allocation of these assets; the actual amount could 
vary depending on the allocation methods adopted by the CPUC.  The 
amount of regulatory assets to be written off upon adoption of the 
OIR/OII proposal could be substantially reduced depending on the 
specific recovery provided during the transition to direct access.  

Under the Company's OIR/OII proposal for the transition to direct 
access, the Company indicated that it would increase Diablo Canyon's 
depreciation expense by as much as $200 million annually.  This 
increase reflects the uncertainty about the economic life of Diablo 
Canyon as a result of the OIR/OII.  This change will not have an impact 
on rates.  
The CPUC's OIR/OII could impact the Company's recovery of its costs and 
investments in electric utility assets, the Diablo Canyon rate case 
settlement and continued application of SFAS No. 71.  The final 
determination of the impact will be dependent upon the form of 
regulation, including transition mechanisms, if any, ultimately adopted 
by the CPUC, and the effects of competition.  The Company is unable to 
predict the ultimate effect of the OIR/OII on its financial position or 
results of operations.

It is anticipated that as proposed, the PBR component of the RRI will 
act as a surrogate for traditional cost-of-service ratemaking.  As 
such, the Company expects it would continue to apply SFAS No. 71 to the 
majority of its electric and gas operations.  However, the Company may 
be subject to additional write-offs attributable to those regulatory 
mechanisms proposed to be discontinued as part of the RRI.

If the long-term noncore gas transportation pricing is adopted as 
proposed, it would deviate from cost-of-service ratemaking and the 
Company would discontinue application of SFAS No. 71 for customers 
receiving the new rates.  The resulting write-off upon discontinuation 
of SFAS No. 71 for these customers is currently estimated at $25 
million pretax.  The estimated amount related to the affected gas 
customers is based on the base revenue allocation currently used in 
setting rates; the actual amount could vary depending on the allocation 
method adopted by the CPUC.  

The Company may be subject to additional write-offs even though SFAS 
No. 71 continues to apply to remaining portions of the Company's 
operations.  Additional write-offs could result from regulatory actions 
affecting recovery of specific regulatory assets.

Rate Matters:
- ------------
In addition to the RRI and the long-term noncore gas transportation 
price proposals discussed above, the following are other rate-related 
matters.  

1995 Electric Rate Stabilization:  In August 1994, the Company 
announced that it will extend its freeze on retail electric rates 
through the end of 1995.  The electric rate freeze extension is 
dependent upon the CPUC's adoption of certain rate changes requested by 
the Company for 1995.  As previously disclosed, in April 1993, the 
Company had adopted a freeze on electric rates through the end of 1994.  
The Company also will continue its annual $70 million economic stimulus 
rate reduction through 1995 for its largest business customers.  The 
reduction, begun in July 1993, was developed to help attract and retain 
major employers in Northern and Central California.  The electric rate 
freeze extension and the continuation of the economic stimulus rate 
represent further steps in the Company's efforts to improve its ability 
to succeed in the face of greater competition.  

The Company also announced that when it files its 1996 General Rate 
Case (GRC) later this year, it will not seek an increase in 1996 
electric base revenues from 1994 levels attributable to its expenses 
other than fuel, purchased power and Diablo Canyon costs. 

To accomplish the electric rate freeze extension, the Company 
anticipates that it will forgo electric rate increases that otherwise 
would occur on January 1, 1995, under the ARA mechanism.  These 
increases had previously been authorized by the CPUC in the Company's 
1993 GRC.

If the CPUC adopts the Company's requests in the ECAC and 1995 Cost of 
Capital proceedings (see the ECAC and Cost of Capital discussions 
below), combined net electric revenue requirement would increase by an 
estimated $289 million, effective January 1, 1995.  To the extent that 
the CPUC grants these electric revenue requirement increases, the 
Company anticipates that it will request a corresponding decrease in 
base revenues under the ARA mechanism, such that electric rates will 
not increase through the end of 1995.  The Company intends to offset 
any such required decrease in base revenues through cost reductions.  
To the extent that these cost reductions are not achieved, there may be 
a negative impact on the Company's 1995 or 1996 results of operations.

ECAC:  In the 1993 ECAC decision, the CPUC approved the Company's 
request to defer beyond 1994 $255 million of estimated undercollections 
in the ECAC/ERAM balancing accounts.  The actual ECAC/ERAM net 
undercollection at December 31, 1993, was $525 million.  With the 
stated objective of providing additional incentives for cost 
containment, the CPUC refused to allow the Company to collect interest 
on the revenue requirement deferral and ordered the reinstatement of 
the Annual Energy Rate (AER) mechanism.  The reinstatement of the AER 
places the Company at risk for nine percent of the variations between 
actual and forecasted energy expenses.

The Company's current ECAC application requests a two percent increase 
($158 million) in electric revenues over rates in effect in 1994.  The 
Company's proposal limits the requested recovery of the projected 
December 31, 1994, ECAC undercollection of $537 million by deferring 
recovery of $368 million beyond 1995.  The filing also proposes to 
forgo collection of interest on the ECAC deferral.  

In July 1994, the Division of Ratepayer Advocates (DRA), a consumer 
advocacy branch of the CPUC staff, issued a report on the Company's 
filing.  The DRA's revenue requirement proposal is approximately $110 
million lower than the Company's request due primarily to the DRA's 
lower gas cost estimates and Diablo Canyon price assumptions.  The DRA 
also recommends that the Company's rates remain frozen at the 1994 
level through 1995 and that the ECAC undercollection be deferred, 
without interest, beyond 1995.

In its report, the DRA asserted that the Company has failed to take 
actions in response to concerns about the Company's high electricity 
rates.  The DRA proposed that the CPUC reconsider a consumer advocacy 
group's 1992 petition and reopen the Diablo Canyon rate case settlement 
(settlement) for the express purpose of modifying the payment 
methodology for Diablo Canyon generation.  The CPUC had previously 
denied this petition finding that there had been no failure in the 
underlying assumptions of the settlement and that reopening it would be 
contrary to the public policy in favor of settlements.  

In addition, the DRA recommended that in the interim, while the payment 
methodology is being reconsidered, the price paid for electricity 
generated by Diablo Canyon be frozen at the 1994 price level of 11.89 
cents per kWh which would result in a $35 million reduction in the 
Company's 1995 revenue requirement request.  The Company's filing 
included an increase in the price paid for Diablo Canyon generation to 
12.10 cents per kWh in 1995, using the pricing formula set forth in the 
settlement.

Based on its claim that the Company has failed to propose methods or 
take action to reduce rates, the DRA urged the CPUC to consider the 
possibility of eliminating or reducing the ratepayers' obligation to 
pay for deferred ECAC costs at some future date.  If the CPUC acts on 
this aspect of the DRA's request, the Company may be precluded from 
recording additional ECAC costs and may also be required to write off 
portions of the existing ECAC balance.  However, the Company believes 
that under existing conditions, it will recover the ECAC 
undercollection over the next few years.

In July 1994, the Company filed a motion requesting the CPUC to remove 
the Diablo Canyon testimony from the DRA's report on the basis that it 
is contrary to previous CPUC decisions which uphold the settlement, is 
factually incorrect, and violates the CPUC's policy in favor of 
comprehensive settlements.  In August, the Company filed rebuttal 
testimony in the ECAC proceeding, reiterating that the DRA's report 
violates the public policy in favor of settlements.  The Company also 
pointed out that, contrary to the DRA's report, under the ratemaking 
methodology employed by the DRA in the proceeding in which the 
settlement was established, the Company in fact has recovered $2.5 
billion less than it would have under traditional ratemaking.  The 
Company also noted that the risk of future performance of the plant 
remains with the Company.  A decision is expected in December 1994.
BCAP:  In July 1994, the CPUC approved the Company's request for an 
increase of $162 million (9.3 percent) in core (residential and smaller 
commercial customers) rates effective July 15, 1994.  During the first 
half of the current BCAP period, actual gas costs were higher than the 
forecasted costs used to adopt rates and actual gas sales were less 
than expected, leading to unrecovered gas and related fixed costs.  The 
$162 million BCAP increase is expected to recover such costs by July 
1995.  



Cost of Capital:  In May 1994, the Company filed an application with 
the CPUC in the 1995 Cost of Capital proceeding requesting the 
following:

			     Utility
			     Capital                 Weighted
			    Structure   Cost/Return     Cost

Common equity                 48.00%       12.50%       6.00%
Preferred stock                5.50         8.12         .45
Long-term debt                46.50         7.53        3.50   
			      -----        -----        ----
Total requested return
on average utility
rate base                                               9.95%
							==== 

The requested return on common equity and common equity ratio is an 
increase from the 11.00 percent and 47.50 percent, respectively, 
authorized in 1994.  These increases reflect higher interest rates and 
increased regulatory and competitive risks.  An additional 75 basis 
points was included in the Company's requested return on common equity 
in order to address, in particular, the added risks associated with the 
CPUC's proposed OIR/OII on electric industry restructuring.  If 
adopted, the Company's request would result in annual revenue 
requirement increases of $131 million for electric rates and $41 
million for gas rates, effective January 1995.

In August 1994, the DRA issued its report on the Company's 1995 Cost of 
Capital proceeding recommending a return on common equity of 11.25 
percent and an overall return on utility rate base of 9.36 percent.  
The DRA also recommended a utility capital structure of 48.00 percent 
common equity, 5.50 percent preferred stock and 46.50 percent long-term 
debt.  If adopted, the DRA's recommendation would result in annual 
revenue requirement increases of $28 million for electric rates and $9 
million for gas rates, effective January 1995.  A final CPUC decision 
is expected in the fourth quarter of 1994.

1996 GRC:  Although the Company's RRI filing and the CPUC's OIR/OII on 
electric industry restructuring may eliminate the need for hearings on 
the 1996 GRC, the Company is continuing its preparation of the 1996 GRC 
with the expectation that the RRI and OIR/OII will run parallel with 
its 1996 GRC.

The Company intends to file its 1996 GRC application before the end of 
1994, for rates effective January 1, 1996.  As currently contemplated, 
there would be no increase in 1996 electric base revenues from 1994 
levels attributable to expenses other than fuel, purchased power and 
Diablo Canyon costs, and a minimal decrease from current gas base 
revenues.  



Reasonableness Proceedings:
- --------------------------
The CPUC reviews the reasonableness of the Company's energy costs on an 
annual basis.  As part of this review, recommendations may be made by 
the DRA as well as intervenors.  An Administrative Law Judge (ALJ) of 
the CPUC will review testimony and issue a proposed decision.  The CPUC 
can accept all, part or none of the recommendations or the ALJ's 
proposed decision in its final decision.  

In March 1994, the CPUC issued decisions covering the years 1988 
through 1990, ordering a disallowance of $90 million of gas costs, plus 
accrued interest of approximately $25 million for the Company's 
Canadian gas procurement activities and $8 million for gas inventory 
operations. The Company intends to contest the Canadian gas cost 
disallowance and has filed an application for rehearing of that 
decision. 

As discussed in Note 3 of Notes to Consolidated Financial Statements, a 
number of reasonableness issues are still under review by the CPUC, 
including an audit of the Company's affiliates.  The DRA has 
recommended disallowances and a penalty totaling at least $192 million 
for various issues covering 1988 through 1992 and has indicated it may 
be submitting additional recommendations for these years.  

The Company believes that its gas procurement activities, 
transportation arrangements and operations were prudent and will 
vigorously contest any disallowance or penalty recommended by the DRA 
or other parties.

The Company accrued $61 million in the fourth quarter of 1993 and 
approximately $90 million in the first quarter of 1994 as a result of 
the CPUC's disallowances in the gas reasonableness proceedings for 1988 
through 1990 and the Company's assessment of how the CPUC's decisions 
may impact the open reasonableness issues.  However, as discussed 
above, the Company intends to contest the CPUC's decision on the 
Canadian gas disallowance for 1988 through 1990.  

The Company currently is unable to estimate the ultimate outcome of the 
gas reasonableness proceedings, including the affiliate audit, or 
predict whether such outcome will have a significant adverse impact on 
its results of operations.  

Legal Matters: 
- -------------
Stanislaus Litigation:  In December 1993, the County of Stanislaus, 
California and a residential customer of PG&E, filed a complaint 
against PG&E and Pacific Gas Transmission Company, a subsidiary of 
the Company, on behalf of themselves and purportedly as a class 
action on behalf of all natural gas customers of PG&E for the period 
of February 1988 through October 1993.  The complaint alleges that 
the purchase of natural gas in Canada by A&S was accomplished in 
violation of various antitrust laws which resulted in increased 
prices of natural gas for PG&E's customers.

The complaint alleges that the Company could have purchased as much 
as 50 percent of its Canadian gas on the spot market instead of 
relying on long-term contracts and that the damage to the class 
members is at least as much as the price differential multiplied by 
the replacement volume of gas, an amount estimated in the complaint 
as potentially exceeding $800 million.  The complaint indicates that 
the damages to the class could include over $150 million paid by the 
Company to terminate the contracts with the Canadian gas producers in 
November 1993.  The complaint also seeks recovery of three times the 
amount of the actual damages pursuant to antitrust laws.

The Company believes the case is without merit and has filed a motion 
to dismiss the complaint.  The Company believes that the ultimate 
outcome will not have a significant adverse impact on its financial 
position.

Hinkley Litigation:  In 1993, a complaint was filed on behalf of 
individuals seeking recovery of an unspecified amount of damages for 
personal injuries and property damage allegedly suffered as a result 
of exposure to chromium near the Company's Hinkley Compressor 
Station, as well as punitive damages.  The original complaint has 
been amended, and additional complaints have been filed, to include 
additional plaintiffs.

In 1987, the Company undertook an extensive project to remediate 
potential groundwater chromium contamination.  The Company has 
incurred substantially all of the costs it currently deems necessary 
to clean up the affected groundwater contamination.  In accordance 
with the remediation plan approved by the regional water quality 
control board, the Company will continue to monitor the affected area 
and perform environmental assessments.

In November 1993, the parties engaged in private mediation sessions.  
Since then, plaintiffs' counsel has offered to compromise and 
settle plaintiffs' claims against the Company for $265 million.  
However, that amount related to the claims of only approximately two-
thirds of the presently known plaintiffs.  There have been subsequent 
mediation sessions but no resolution has been reached and discussions 
continue.  

The Company is unable to estimate the ultimate outcome of this 
matter, but such outcome could have a significant adverse impact on 
the Company's results of operations.  The Company believes that the 
ultimate outcome of this matter will not have a significant adverse 
impact on its financial position.  (See Note 4 of Notes to 
Consolidated Financial statements for further discussion.)  

County Franchise Fees Litigation:  In March 1994, Santa Clara and 
Alameda counties filed a class action suit against the Company on 
behalf of themselves and 45 other counties in the Company's service 
area.  This lawsuit alleges that the Company underpaid franchise fees 
to the counties for the right to use or occupy public streets or 
roads as a result of incorrectly computing these payments.  Should 
plaintiffs prevail, the Company currently estimates that its annual 
system-wide county franchise fees could increase by approximately $15 
million.  In addition, the amount of damages for alleged 
underpayments for the years 1987 through 1993 could be as high as 
$127 million, including interest, as of June 30, 1994.  The Company 
believes that the ultimate outcome  will not have a significant 
adverse impact on its financial position or results of operations.

City Franchise Fees Litigation:  In May 1994, the City of Santa Cruz 
filed a class action suit against the Company on behalf of itself and 
106 other cities in the Company's service area.  The complaint 
alleges that the Company has improperly underpaid electric franchise 
fees to the cities by calculating fees at different rates from other 
cities.  Should plaintiffs prevail, the Company currently estimates 
that its annual system-wide city franchise fees could increase by 
approximately $17 million.  In addition, the amount of damages for 
alleged underpayments for the years 1987 through 1993 could be as 
high as $117 million, including interest, as of June 30, 1994.  The 
Company believes that the ultimate outcome will not have a 
significant adverse impact on its financial position or results of 
operations.



LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Sources of Capital:
- ------------------
The following debt and equity securities were issued, reacquired or 
redeemed from January 1 through June 30, 1994:

						  (in thousands)
Debt:
						  
Issued                   Interest Rates               Amount
- ------                   --------------            -------------
Medium-term notes        6.50% to 7.88%              $30,000
							    
Redeemed                 
- --------               
Mortgage bonds               7.50%                    79,900
Medium-term notes       10.05% and 10.10%             40,000
Eurobonds                   12.00%                    15,334

Equity:

Issued                   Dividend Rates               Amount    
- ------                   --------------           --------------
Preferred stock               6.30%                  $62,500

Common stock
  Savings Fund Plan            N/A                    91,322
  Dividend Reinvestment
    Plan                       N/A                    46,649
  Long-term Incentive     
    Plan                       N/A                       797

Redeemed/Reacquired
- -------------------
Preferred stock               8.16%                   75,000

Common stock                   N/A                    60,320

Proceeds from the issuance of securities were used for capital 
expenditures, refundings and other general corporate purposes.  

Environmental Remediation:
- -------------------------
The Company assesses, on an ongoing basis, measures that may need to 
be taken to comply with laws and regulations related to hazardous 
materials and hazardous waste compliance and remediation activities.  
Although the ultimate amount of costs that will be incurred by the 
Company in connection with its compliance and remediation activities 
is difficult to estimate due to uncertainty concerning the Company's 
responsibility and the extent of contamination, the complexity of 
environmental laws and regulations and the selection of compliance 
alternatives, the Company has an accrued liability as of June 30, 
1994, of $62 million for hazardous waste remediation costs.  (See 
further discussion of the accrued liability for hazardous waste 
remediation costs in Note 4 of Notes to Consolidated Financial 
Statements.)

Sales and Acquisition:  
- ---------------------
Sales:  In April 1994, the Company announced that it has deferred its 
plan to divest PG&E Resources Company (Resources), a wholly owned 
indirect subsidiary of Enterprises.  Resources, which is engaged in 
oil and gas exploration, is headquartered in Dallas, Texas.  In June 
1994, Resources entered into multiple contracts to sell several of 
its oil and gas properties.  The Company recorded a $19 million 
pretax loss during the second quarter for those properties to be sold 
which have a carrying value in excess of their market value.  Gains 
to be realized in the third quarter from the sale of the remaining 
properties held for sale are expected to offset these losses.  The 
Company anticipates that all sales will be completed in the third 
quarter of 1994.  

Acquisition:  In July 1994, the Company announced that Enterprises 
and Bechtel Enterprises have concluded an agreement for the purchase 
of 100 percent of J. Makowski Co., Inc., a national company engaged 
in the development of natural gas-fueled power generation projects 
and natural gas distribution, supply and underground storage 
projects.  Enterprises expects to have a majority interest in the 
Company.  The total purchase price is approximately $250 to $300 
million and the transaction is expected to be completed during the 
third quarter of 1994.  


PART II.  OTHER INFORMATION
 ---------------------------

Item 1.   Legal Proceedings 
	  -----------------

A.   QF Transmission Constrained Area Litigation

On July 20, 1994, the Company settled the lawsuit brought against
it by Pacific Oroville Power, Inc. (POPI).  The lawsuit was
previously disclosed in the Company's Form 10-K for the fiscal
year ended December 31, 1993.  The settlement was reached
following an eight-month jury trial, at the conclusion of which
the jury indicated they were deadlocked and unable to reach a
verdict.  The settlement did not have a significant adverse
impact on the Company's financial position or results of
operations.

B.   Time-Of-Use Meter Litigation

On July 21, 1994, Milton L. Grinstead, Michael Davis, Joan A.
Williamson, Frank H. Lacy, and Matthew Doerksen filed a complaint
in the Stanislaus County Superior Court against the Company on
behalf of themselves and purportedly as a class action on behalf
of all of the Company's customers, for "refund of unlawfully
charged fees."  

The complaint alleges that the Company improperly failed to
notify its customers of the most favorable rates available to
each particular customer.  The complaint focuses on the "time-of-
use" billing option, which allows customers to save money by
shifting their electricity use to off-peak hours when electricity
is cheaper.  Plaintiffs contend that all customers could have
saved an average of $50-$75 per month per customer had they been
placed on time-of-use rates.  The complaint seeks damages
estimated to be in excess of $16 billion.  

The Company believes that the ultimate outcome of this matter
will not have a significant adverse impact on its financial
position or results of operations.  


Item 5.   Other Information
	  -----------------
Ratios of Earnings to Fixed Charges and Ratios of Earnings to
Combined Fixed Charges and Preferred Stock Dividends

The Company's earnings to fixed charges ratio for the six months
ended June 30, 1994 was 3.48.  The Company's earnings to combined
fixed charges and preferred stock dividends ratio for the six
months ended June 30, 1994 was 3.04.  Statements setting forth
the computation of the foregoing ratios are filed herewith as
Exhibits 12.1 and 12.2 to Registration Statement Nos. 33-62488,
33-64136 and 33-50707.


Item 6.   Exhibits and Reports on Form 8-K
	  ---------------------------------

(a)  Exhibits:

     Exhibit 3.1         Restated Articles of Incorporation of
			 the Company effective as of July 26,
			 1994

     Exhibit 10          Contract Between Pacific Gas and
			 Electric Co. and Jerry R. McLeod

     Exhibit 11          Computation of Earnings Per Common Share

     Exhibit 12.1        Computation of Ratios of Earnings to
			 Fixed Charges

     Exhibit 12.2        Computation of Ratios of Earnings to
			 Combined Fixed Charges and Preferred
			 Stock Dividends



(b)  Reports on Form 8-K during the second quarter of 1994 and
     through the date hereof:

     1.   April 2l, 1994
	  Item 5.  Other Events
	  A.   Performance Incentive Plan - Year-to-Date          
	       Financial Results
	  B.   California Public Utilities Commission Proceedings
	       -    Electric Fuel and Sales Balancing Accounts -  
		    ECAC/ERAM
	       -    Biennial Cost Allocation Proceeding (BCAP)
	       -    Electric Industry Restructuring
	  C.   Franchise Fees Litigation

     2.   June 7, 1994
	  Item 5.  Other Events
	  A.   California Public Utilities Commission Proceedings
	       -  Electric Industry Restructuring
	  B.   Restructuring of Canadian Gas Supply Arrangmenets
	  C.   Cities Franchise Fees Litigation
	  D.   Management Changes

     3.   July 6, 1994
	  Item 5.  Other Events
	  A.   Restructuring of Gas Supply Arrangements -
	       Recovery of Interstate Transportation Demand
	       Charges
	  B.   Diablo Canyon Nuclear Power Plant - Nuclear Fuel
	       Supply and Disposal
	  C.   Acquisition by PG&E Enterprises/Bechtel Enterprise

     4.   July 25, 1994
	  Item 5. Other Events
	  A.   Performance Incentive Plan - Year-to-Date          
	       Financial Results
	  B.   California Public Utilities Commission Proceedings
	       -  Electric Fuel and Sales Balancing Accounts -    
		  ECAC/ERAM
	  C.   Diablo Canyon Nuclear Power Plant - Diablo Canyon
	       Rate Case Settlement

     5.   August 3, 1994
	  Item 5. Other Events
	  A.   California Public Utilities Commission Proceedings
	       -  1995 Electric Rate Stablization






			      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.




			 PACIFIC GAS AND ELECTRIC COMPANY



				 GORDON R. SMITH
August 12,  1994              By______________________________    
				 GORDON R. SMITH                 
				 Vice President and
				 Chief Financial Officer
 
				   

			    EXHIBIT INDEX


Exhibit                            
Number              Exhibit    
- -------             ---------------------------------

3.1                 Restated Articles of Incorporation of the
		    Company effective as of July 26, 1994

10                  Contract Between Pacific Gas and Electric
		    Company and Jerry R. McLeod

11                  Computation of Earnings Per 
		    Common Share

12.1                Computation of Ratios of Earnings 
		    to Fixed Charges

12.2                Computation of Ratios of Earnings 
		    to Combined Fixed Charges and Preferred
		    Stock Dividends