Item 5. Other Events and Regulation FD Disclosure

          On July 15, 2004, the U.S. District Court for the Northern District of California (District Court) issued an order dismissing an appeal filed by two commissioners of the California Public Utilities Commission (CPUC) from the order issued by the U.S. Bankruptcy Court for the Northern District of California on December 22, 2003 confirming Pacific Gas and Electric Company’s (Utility) plan of reorganization.  The District Court found that the two commissioners lacked standing to appeal the confirmation order because they had failed to timely appear and object in the bankruptcy proceeding and because they were not “persons aggrieved” by the confirmation order; i.e., they had no financial interest that was directly and adversely affected by the confirmation order.  Accordingly, the District Court granted the motions to dismiss the appeal that had been made by PG&E Corporation, the Utility, the Official Committee of Unsecured Creditors, and the CPUC.

          The City of Palo Alto’s appeal of the confirmation order remains pending.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

Dated:  July 16, 2004