UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 4

Washington, D.C.  20549

OMB APPROVAL

q

Check this box if no longer

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

OMB Number:         3235-0287

subject to Section 16. Form 4 or

Expires:        January 31, 2005

Form 5 obligations may continue.

Estimated average burden

SeeInstruction 1(b).

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility

hours per response . . . . . .0.5

(Print or Type Responses)

Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Iribe

P.

Chrisman

PG&E Corporation (PCG)

Director

____

10% Owner

(Last)

(First)

(Middle)

3.

IRS Identification

4.

Statement for

X   Officer (give

____

Other (specify

Number of Reporting

Month/Day/Year

title below)

below)

Person, if an entity

Senior Vice President

7600 Wisconsin Avenue, 2nd Floor

(Voluntary)

11-27-02

(Street)

5.

If Amendment,

7.

Individual or Joint/Group Filing

(Check Applicable Line)

Date of Original

X   Form filed by One Reporting Person

(Month/Day/Year)

Form filed by More than One Reporting Person

Bethesda

MD

20814-6161

(City)

(State)

(Zip)

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

1.

Title of Security

2.

Trans-

2A.

3.

Trans-

4.

Securities Acquired (A)

5.

Amount of

6.

Owner-

7.

Nature of

(Instr. 3)

action

Deemed

action

or Disposed of (D)

Securities

ship

Indirect

Date

Execution

Code

(Instr. 3, 4 and 5)

Beneficially

Form:

Beneficial

Date, if

(Instr. 8)

Owned

Direct

Owner-

any

Following

(D) or

ship

(Month/

(Month/

(A)

Reported

Indirect

Day/

Day/

or

Transaction(s)

(I)

Year)

Year)

Code

V

Amount

(D)

Price

(Instr. 3 and 4)

(Instr. 4)

(Instr. 4)

Held by Trustee of

Common Stock

(No reportable transactions)

19,311.0801(1)

I

PG&E Corp.

Retire. Svgs. Plan

Common Stock

(No reportable transactions)

9,978.594(2)

D

(1)

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 reported.

(2)

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

(Over)

in this form are not required to respond unless the form displays

SEC 1474 (9-02)

a currently valid OMB control number.

FORM 4 (continued)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1.

Title of Derivative

2.

Conver-

3.

Trans-

3A.

4.

Trans-

5.

Number of Deriv-

6.

Date Exer-

7.

Title and Amount of

8.

Price

9.

Number

10. Owner-

11. Nature

Security

sion or

action

Deemed

action

ative Securities Ac-

cisable and

Underlying Securities

of

of deriv-

ship

of

(Instr. 3)

Exercise

Date

Execution

Code

quired (A) or Dis-

Expiration

(Instr. 3 and 4)

Deriv-

ative

Form of

Indirect

Price of

Date, if

(Instr. 8)

posed of (D)

Date

ative

Secur-

Deri-

Benefi-

Deri-

any

(Instr. 3, 4, and 5)

(Month/Day/

Secur-

ities

vative

cial

vative

(Month/

(Month/

Year)

ity

Bene-

Security:

Owner-

Security

Day/

Day/

(Instr.

ficially

Direct

ship

Year)

Year)

5)

Owned

(D) or

(Instr. 4)

Follow-

Indirect

ing

(I)

Reported

(Instr. 4)

Trans-

action(s)

Date

Expira-

Amount or

(Instr. 4)

Exer-

tion

Title

Number of

Code

V

(A)

(D)

cisable

Date

Shares

Phantom Stock

1 for 1

11-27-02

A

V

333.579689(1)

(2)

(2)

Common Stock

333.579689

$13.49

333.579689

D