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 CA 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)
03/02/2005
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)
Code V Amount (A) or (D) Price
Common Stock 03/02/2005 M 91,400 A $30.5 119,820 D
Common Stock 03/02/2005 S 100 D $35.65 119,720 D
Common Stock 03/02/2005 S 100 D $35.63 119,620 D
Common Stock 03/02/2005 S 846 D $35.62 118,774 D
Common Stock 03/02/2005 S 200 D $35.61 118,574 D
Common Stock 03/02/2005 S 600 D $35.58 117,974 D
Common Stock 03/02/2005 S 3,400 D $35.57 114,574 D
Common Stock 03/02/2005 S 5,100 D $35.56 109,474 D
Common Stock 03/02/2005 S 31,900 D $35.55 77,574 D
Common Stock 03/02/2005 S 18,900 D $35.53 58,674 D
Common Stock 03/02/2005 S 100 D $35.52 58,574 D
Common Stock 03/02/2005 S 30,154 D $35.5 28,420 D
Common Stock 03/02/2005 M 122,500 A $30.9375 150,920 D
Common Stock 03/02/2005 S 122,500 D $35.5 28,420 D
Common Stock 03/02/2005 M 45,333 A $12.625 73,753 D
Common Stock 03/02/2005 S 45,333 D $35.5 28,420 D
Common Stock 03/02/2005 M 35,225 A $14.61 63,645 D
Common Stock 03/02/2005 S 35,225 D $35.5 28,420 D
Common Stock 03/02/2005 M 26,888 A $27.23 55,308 D
Common Stock 03/02/2005 S 26,888 D $35.5 28,420(1)(2) D
Common Stock 03/02/2005 I(3) 14,093.05 D $35.46 13,512(4) I Held by Trustee of PG&E Corporation Retirement Savings Plan
Common Stock 48,704 I Held by Elizabeth and Gordon Smith Family Trust
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $30.5 03/02/2005 M 91,400 (5) 01/03/2008 Common Stock 91,400 $0 0 D
Stock Option (Right to Buy) $30.9375 03/02/2005 M 122,500 (6) 01/05/2009 Common Stock 122,500 $0 0 D
Stock Option (Right to Buy) $12.625 03/02/2005 M 45,333 (7) 01/06/2011 Common Stock 45,333 $0 0 D
Stock Option (Right to Buy) $14.61 03/02/2005 M 35,225 01/02/2005 01/03/2013 Common Stock 35,225 $0 70,450 D
Stock Option (Right to Buy) $27.23 03/02/2005 M 26,888 01/02/2005 01/03/2014 Common Stock 26,888 $0 80,662 D
Explanation of Responses:
1. 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.
2. 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.
3. Intraplan transfer of shares of PG&E Corporation common stock out of the PG&E Corporation Stock Fund of the PG&E Corporation Retirement Savings Plan (RSP).
4. Represents the approximate number of shares of PG&E Corporation common stock held for the reporting person in the PG&E Corporation 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 March 2, 2005.
5. The option vested in three installments on January 2, 2000, 2001, 2002.
6. The option vested in three installments on January 4, 2001, 2002, and 2003.
7. The option vested in three installments on January 5, 2003, 2004, and 2005.
Remarks:
Eric Montizambert, Attorney-in-Fact for Gordon R. Smith (signed Power of Attorney on file with SEC) 03/04/2005
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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