Exhibit 10

March 16, 2000

Mr. Thomas B. King
PG&E Gas Transmission Corporation
1100 Louisiana, 10th Floor
Houston, TX 77002

Dear Tom:

Consistent with our recent discussions, I am pleased to confirm
the relocation arrangements and other compensation items which
the PG&E National Energy Group will provide to you in connection
with your relocation from Houston, Texas, to Bethesda, Maryland.
The relocation benefits will be as provided under our existing
relocation plan, with the following modifications:

1. A moving allowance equal to one month's pay.

2. Reimbursement for travel expenses incurred in finding a
principal residence in the Bethesda area, without a
limitation on the number of trips required.  Under the
relocation plan, you also will be reimbursed for the
reasonable cost of temporary housing, which, subject to my
prior approval, can be extended beyond the period provided
under the plan.

3. Reimbursement of all closing costs incurred in the sale of
your existing residence and the purchase of a new residence.
The relocation plan also will indemnify you for any loss that
you may suffer on the sale of your existing residence.

4. The plan will provide for the reimbursement of any tuition
loss which you incur as a result of your children changing
schools, as well as enrollment and application fees, testing,
and school travel costs incurred in placing your children in
comparable schools in the Bethesda area.

5. You also will be provided with a temporary mortgage buy-down
of $3,500 per month, payable for four years, commencing with
the first mortgage payment for your new residence.  Should
you voluntarily resign from employment with PG&E Corporation
or one of its subsidiaries or affiliates prior to December
31, 2004, you will be required to repay all amounts provided
to you under the temporary mortgage buy-down.

In addition to continuation of your current compensation and
benefit package, and in recognition of the additional expenses
associated with your relocation at our request to Bethesda, you
also will receive a one-time payment of $150,000, net of taxes,
and a one-time taxable payment of $75,000.  Should you
voluntarily resign from your position and



Mr. Thomas B. King
March 16, 2000
Page 2


no longer be employed by PG&E Corporation or one of its
subsidiaries or affiliates prior to December 31, 2004, you will
be required to repay the gross amount of this payment.  Inasmuch
as this payment is considered to be additional compensation,
payment is conditioned on approval by PG&E Corporation's
Nominating and Compensation Committee.

I believe that this captures the key points of our discussions
concerning relocation and compensation benefits.  If so, would
you please sign in the space provided below, and return the
signed original to Brent Stanley.  Should you have any questions,
please feel free to discuss with Brent Stanley.

Tom, I'm very pleased with the progress which the key officer
team has made in the last few months in shaping the future
strategy of the PG&E National Energy Group.  I also understand
and appreciate your commitment to making a success of this
strategy, and look forward to working with you.

Sincerely,

/s/ Thomas G. Boren

TGB:dah

cc:  G. Brent Stanley

/s/   Thomas B. King
_________________________
      Thomas B. King