EXHIBIT 8
 
                       BALLARD SPAHR ANDREWS & INGERSOLL
 
                                                                August 18, 1995
 
Pacific Gas and Electric Company
77 Beale Street
P.O. Box 770000
San Francisco, CA 94177
 
Ladies and Gentlemen:
 
  We have acted as special counsel to you (the "Company") in connection with
the registration of an aggregate of $335,000,000 stated liquidation preference
of Cumulative Quarterly Income Preferred Securities of PG&E Capital I, PG&E
Capital II, PG&E Capital III and PG&E Capital IV, each a Delaware business
trust, and the related Guarantees and  % Deferrable Interest Subordinated
Debentures of the Company. We hereby confirm to you our opinions as set forth
under the heading "United States Taxation" in the Prospectus Supplement
included in the Registration Statement and consent to the references to us
therein and in the related Prospectus.
 
                                          Very truly yours,
 
                                          Ballard Spahr Andrews & Ingersoll