Edgar Filing: IRIBE P CHRISMAN

Common Stock

I

A

D

Form 4

1. Name and Address of Reporting Person*

^{Iribe
P. Chrisman}

2. Issuer Name and Ticker or Trading Symbol

PG&E Corporation (PCG)

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

Director

10% Owner

Officer (give
title below)

Other (specify
below)

Senior Vice President

(Last) (First) (Middle)

7600 Wisconsin Avenue, 2nd Floor

3. I.R.S. Identification
   Number of Reporting
   Person, if an entity
   (Voluntary)

4. Statement for
Month/Day/Year

04-04-2003

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

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

Form filed by One Reporting Person

(Street)

Bethesda MD 20814-6161

Form filed by More than One Reporting Person

(City) (State) (Zip)

Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
    action
    Date

  (Month/
    Day/
   Year)

2A.
Deemed
Execution
Date, if
any

  (Month/
    Day/
   Year)

3. Trans-
    action
    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. Owner-
    ship
    Form:
    Direct
    (D) or
    Indirect
    (I)

  (Instr. 4)

7. Nature of
    Indirect
    Beneficial
    Owner-
    ship

    (Instr. 4)

Code

Amount

(A)
or
(D)

Price

(No reportable transactions)

19,563.6462⁽¹⁾

Held by Trustee of PG&E Corp. Retirement Svgs. Plan

Common Stock

(No reportable transactions)

42,278.594⁽²⁾

Represents the approximate number of shares of PG&E Corporation common stock held for the reporting person in the PG&E Corporation Stock Fund of the PG&E Corporation Retirement Savings Fund Plan. 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. Balance has been trued up to conform to Plan balance at date of transaction.

Includes 9,978.594 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.

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).
		Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	(Over) SEC 1474 (9-02)

FORM 4 (continued)

Table II ¾ Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative
Security
(Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
   Security

3. Trans-
action
Date

(Month/
Day/
Year)

3A.
Deemed
Execution
Date, if
any

  (Month/
   Day/
  Year)

4. Trans-
    action
    Code
    (Instr.8)

5. Number of Deriv-
    ative Securities Ac-
    quired (A) or Dis-
    posed of (D)
    (Instr. 3, 4 and 5)

6. Date Exer-
    cisable and
    Expiration
    Date
    (Month/Day/
    Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price
    of
    Deriv-
    ative
    Secur-
    ity
    (Instr.
    5)

9. Number
   of deriv-
   ative
   Secur-
   ities
   Bene-
   ficially
   Owned
   Follow-
   ing
   Reported
   Trans-
   action(s)
   (Instr. 4)

10. Owner-
     ship
     Form of
     Deri-
     vative
     Security:
     Direct
     (D) or
     Indirect
     (I)
     (Instr. 4)

11. Nature
     of
     Indirect
     Benefi-
     cial
     Owner-
     ship
     (Instr. 4)

Code

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

Phantom Stock

1 for 1

04-04-03

323.741007⁽¹⁾

(2)

Common Stock

323.741007

$13.90

323.741007

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL
OMB Number:  3235-0287
Expires:  January 31, 2005
Estimated average burden
hours per response.........0.5

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

(Print or Type Responses)

Explanation of Responses:

Shares of phantom stock acquired upon deferral of compensation under the PG&E Corporation Supplemental Retirement Savings Plan (SRSP).

(2) Shares of phantom stock are payable in cash following termination of reporting person’s employment and are subject to earlier distribution or transfer in accordance with the SRSP.

			04-07-03

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations.	**Signature of Reporting Person	Date
	See18 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.	Eric Montizambert, Attorney-in-Fact For P. Chrisman Iribe
	(Signed Power of Attorney on file with SEC)
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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