SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH GORDON R

(Last)

(First)

(Middle)

PG&E CORPORATION

ONE MARKET, SPEAR TOWER, SUITE 2400

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PG&E CORP [ PCG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2003		M		358,975	A	$0	435,940	D
Common Stock	12/31/2003		D		358,975	D	$27.77	76,965	D
Common Stock	01/02/2004		M		7,500	A	$34.25⁽¹⁾	84,465	D
Common Stock	01/02/2004		S⁽²⁾		1,000	D	$27.77	83,465	D
Common Stock	01/02/2004		S⁽²⁾		6,500	D	$27.75	76,965	D
Common Stock	01/02/2004		A		21,890⁽³⁾	A	$0	98,855	D
Common Stock	01/02/2004		S⁽²⁾		5,700	D	$27.45	93,155	D
Common Stock	01/02/2004		S⁽²⁾		3,000	D	$27.52	90,155	D
Common Stock	01/02/2004		S⁽²⁾		866	D	$27.53	89,289	D
Common Stock	01/02/2004		S⁽²⁾		4,178	D	$27.55	85,111	D
Common Stock	01/02/2004		S⁽²⁾		2,000	D	$27.59	83,111	D
Common Stock	01/02/2004		S⁽²⁾		300	D	$27.6	82,811	D
Common Stock	01/02/2004		S⁽²⁾		100	D	$27.64	82,711	D
Common Stock	01/05/2004		M		8,500	A	$28.25	91,211	D
Common Stock	01/05/2004		S⁽²⁾		8,500	D	$27.4	82,711	D
Common Stock	01/05/2004		M		45,334	A	$12.625	128,045	D
Common Stock	01/05/2004		S⁽²⁾		34	D	$27.33	128,011	D
Common Stock	01/05/2004		S⁽²⁾		5,000	D	$27.35	123,011	D
Common Stock	01/05/2004		S⁽²⁾		25,300	D	$27.4	97,711	D
Common Stock	01/05/2004		S⁽²⁾		5,000	D	$27.44	92,711	D
Common Stock	01/05/2004		S⁽²⁾		10,000	D	$27.45	82,711⁽⁴⁾⁽⁵⁾	D
Common Stock								27,342.08⁽⁶⁾	I	Held by Trustee of PG&E Corporation Retirement Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽⁷⁾	12/31/2003		M			358,975	12/31/2003	12/31/2003	Common Stock	358,975	$0	0	D
Stock Option (Right to Buy)	$27.23	01/02/2004		A		107,550		⁽⁸⁾	01/03/2014	Common Stock	107,550	$0	107,550	D
Stock Option (Right to Buy)	$34.25	01/02/2004		M			7,500	⁽⁹⁾	01/04/2004	Common Stock	7,500	$0	0	D
Stock Option (Right to Buy)	$28.25	01/05/2004		M			8,500	⁽¹⁰⁾	01/03/2006	Common Stock	8,500	$0	0	D
Stock Option (Right to Buy)	$12.625	01/05/2004		M			45,334	01/05/2003	01/06/2011	Common Stock	45,334	$0	90,666	D

Explanation of Responses:

1. Represents actual exercise price; upon exercise, reporting person was entitled to receive accrued dividend equivalents which offset the exercise price.

2. Transaction pursuant to reporting person's Rule 10b5-1 instruction.

3. Restricted shares granted under the PG&E Corporation Long-Term Incentive Program.

4. Includes 8,506 Special Incentive Stock Ownership Premiums (SISOPs) (phantom stock) awarded pursuant to the PG&E Corporation Executive Stock Ownership Program. SISOPs vest three years after the date of grant subject to accelerated vesting upon certain events. Unvested SISOPs are subject to forfeiture if certain stock ownership targets are not met. Vested SISOPs are automatically payable in an equal number of shares following termination of employment.

5. The reporting person disclaims beneficial ownership of 3,884 shares included in this total. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any purchase.

6. Represents the approximate number of shares of PG&E Corporation common stock held for the reporting person in the PG&E Corporation Retirement Savings Plan (RSP). That fund holds units consisting of PG&E Corporation common stock and a small short-term investments component. The number of shares is computed by dividing the value of the units by the daily closing price. Dividends are automatically invested in additional units at the election of the participant. Holdings have been trued up to conform to RSP balance at January 2, 2004.

7. 1 for 1

8. 25% of the options may be exercised on the first anniversary date of the grant, 50% on or after the second anniversary, 75% on or after the third anniversary, and 100% on or after the fourth anniversary of the date of grant.

9. The option vested in three equal installments on January 3, 1996, 1997, and 1998.

10. The option vested in equal installments on January 2, 1998, 1999, and 2000.

Remarks:

	Eric Montizambert, Attorney-in-Fact for Gordon R. Smith (signed Power of Attorney on file with SEC)	01/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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