1

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549




                            FORM 8-K

                         CURRENT REPORT




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                     Date of Report:  November 24, 1998



               Exact Name of
Commission     Registrant        State or other    IRS Employer
File           as specified      Jurisdiction of   Identification
Number         in its charter    Incorporation     Number
- -----------    --------------    ---------------   --------------

1-12609        PG&E Corporation  California        94-3234914

1-2348         Pacific Gas and   California        94-0742640
               Electric Company




Pacific Gas and Electric Company        PG&E Corporation
77 Beale Street, P.O. Box 770000        One Market, Spear Tower, Suite 2400
San Francisco, California  94177        San Francisco, California 94105

          (Address of principal executive offices) (Zip Code)


Pacific Gas and Electric Company        PG&E Corporation
        (415) 973-7000                   (415) 267-7000

    (Registrant's telephone number, including area code)



Item 5.  Other Events


A.  Electric Industry Restructuring

     1.  Divestiture

On November 24, 1998, Pacific Gas and Electric Company (Utility),
the regulated utility subsidiary of PG&E Corporation, announced
the sale of three fossil-fueled generating facilities and its
geothermal generating facilities to successful bidders in the
Utility's second power plant auction.  The combined sale proceeds
for the four plants total $1.014 billion compared to their
combined book value of approximately $592 million (as of
September 30, 1998).  The successful bidders are Southern Energy,
Inc., a subsidiary of the Southern Company, which bid a total of
$801 million for the Delta power plants (Pittsburg and Contra
Costa)and the Potrero power plant in San Francisco, and FPL
Energy, Inc., a subsidiary of FPL Energy Group, which bid a total
of $213 million for The Geysers' Lake County and Sonoma County
geothermal facilities.

Utility employees will continue to operate and maintain the
generating facilities under a two-year Operations and Maintenance
agreement with the new owners.  In addition, the California
Independent System Operator has designated each unit at each of
the plants as "must-run."
In addition, on November 19, 1998, the California Public
Utilities Commission (CPUC) approved an environmental impact
report on the proposed sale of these generating facilities,
indicating that the CPUC has no serious concerns that a transfer
of ownership of these facilities could cause an environmental
hazard.

The sales are subject to final approval by the CPUC, and the
transactions are expected to close by the first half of 1999.

Consistent with the terms of the California electric
restructuring legislation, any gain from the sale of these
generation facilities will be used to offset transition costs
associated with the Utility's remaining electric generation
facilities and related regulatory assets.  Therefore, the Utility
and PG&E Corporation do not expect an earnings impact in 1999
associated with any gains on sale from these transactions.


                            SIGNATURE


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.


                 PG&E CORPORATION
                 and
                 PACIFIC GAS AND ELECTRIC COMPANY

                         LESLIE H. EVERETT
                 By  _________________________
                 LESLIE H. EVERETT
                 Vice President and Corporate Secretary
                 (PG&E Corporation)
                 Vice President and Corporate Secretary
                 (Pacific Gas and Electric Company)

Dated:  November 24, 1998