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*
WORTHINGTON BRUCE 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)
SVP and General Counsel
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)
Code V Amount (A) or (D) Price
Common Stock 12/31/2003 M 128,205 A $0 172,547 D
Common Stock 12/31/2003 D 128,205 D $27.77 44,342 D
Common Stock 01/02/2004 M 3,000 A $34.25(1) 47,342 D
Common Stock 01/02/2004 S(2) 3,000 D $27.69 44,342 D
Common Stock 01/02/2004 A 12,310(3) A $0 56,652 D
Common Stock 01/02/2004 S(2) 27 D $27.47 56,625 D
Common Stock 01/02/2004 S(2) 3,500 D $27.5 53,125 D
Common Stock 01/02/2004 S(2) 2,800 D $27.51 50,325 D
Common Stock 01/02/2004 S(2) 2,755 D $27.53 47,570 D
Common Stock 01/05/2004 M 5,000 A $24.375 52,570 D
Common Stock 01/05/2004 S(2) 200 D $27.54 52,370 D
Common Stock 01/05/2004 S(2) 4,800 D $27.55 47,570 D
Common Stock 01/05/2004 M 25,000 A $21.125 72,570 D
Common Stock 01/05/2004 S(2) 5,300 D $27.55 67,270 D
Common Stock 01/05/2004 S(2) 9,500 D $27.56 57,770 D
Common Stock 01/05/2004 S(2) 10,200 D $27.58 47,570 D
Common Stock 01/05/2004 M 25,000 A $23 72,570 D
Common Stock 01/05/2004 S(2) 6,800 D $27.55 65,770 D
Common Stock 01/05/2004 S(2) 4,300 D $27.56 61,470 D
Common Stock 01/05/2004 S(2) 13,900 D $27.58 47,570 D
Common Stock 01/05/2004 M 19,825 A $14.61 67,395 D
Common Stock 01/05/2004 S(2) 6,100 D $27.52 61,295 D
Common Stock 01/05/2004 S(2) 700 D $27.56 60,595 D
Common Stock 01/05/2004 S(2) 13,025 D $27.58 47,570(4) D
Common Stock 10.29 I Held by Trustee of Dividend Reinvestment Plan(5)
Common Stock 01/02/2004 I(2) 16,789.87(6) D $27.23 0 I Held by Trustee of PG&E Corporation Retirement Savings Plan
Common Stock 2,177 I Held by Worthington 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
Phantom Stock (7) 12/31/2003 M 128,205 12/31/2003 12/31/2003 Common Stock 128,205 $0 0 D
Stock Option (Right to Buy) $34.25 01/02/2004 M 3,000 (8) 01/04/2004 Common Stock 3,000 $0 0 D
Stock Option (Right to Buy) $27.23 01/02/2004 A 60,500 (9) 01/03/2014 Common Stock 60,500 $0 60,500 D
Phantom Stock (7) 01/02/2004 I(2) 21,364.26(10) (11) (11) Common Stock 21,364.26 $27.23 0 D
Stock Option (Right to Buy) $24.375 01/05/2004 M 5,000 (12) 01/04/2005 Common Stock 5,000 $0 0 D
Stock Option (Right to Buy) $21.125 01/05/2004 M 25,000 (13) 01/03/2007 Common Stock 25,000 $0 0 D
Stock Option (Right to Buy) $23 01/05/2004 M 25,000 (14) 05/22/2007 Common Stock 25,000 $0 0 D
Stock Option (Right to Buy) $14.61 01/05/2004 M 19,825 01/02/2004 01/03/2013 Common Stock 19,825 $0 59,475 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 7,916 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 no longer has a reportable beneficial interest in 276 shares of PG&E Corporation common stock owned by his daughter and 727.20 shares of common stock held by the Trustee of the Dividend Reinvestment Plan for his daughter and included in the reporting person's prior ownership reports.
6. 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).
7. 1 for 1
8. The option vested in three equal installments on January 3, 1996, 1997, and 1998.
9. 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.
10. Intraplan transfer of shares of phantom stock out of the PG&E Corporation Phantom Stock Fund of the PG&E Corporation Supplemental Retirement Savings Plan (SRSP).
11. Shares of phantom stock are payable in cash following termination of the reporting person's employment and are subject to earlier distribution or transfer in accordance with the PG&E Corporation Deferred Compensation Plan for Officers.
12. The option vested in three installments on January 3, 1997, 1998, and 1999.
13. The option vested in three installments on January 2, 1999, 2000, and 2001.
14. The option vested in three installments on May 21, 1999, 2000, and 2001.
Remarks:
Eric Montizambert, Attorney-in-Fact for Bruce R. Worthington (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).
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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