

                    [LETTERHEAD OF PG&E CORPORATION}

                                                         EXHIBIT 5
               
                                                                 
                                                                 
                                                                 
April 26, 1999




PG&E Corporation
One Market, Spear Tower
Suite 2400
San Francisco, CA 94105

Re:  PG&E Corporation - Registration Statement on Form S-8
     Relating to the PG&E Corporation Long-Term Incentive Program

Ladies and Gentlemen:

At your request, I, Chief Counsel, Corporate for PG&E
Corporation, a California corporation (the "Company"), am
rendering this opinion in connection with the proposed issuance
of 11,000,000 shares of the Company's common stock (the "Shares")
pursuant to the PG&E Corporation Long-Term Incentive Program (the
"Program").

I, or other members of PG&E Corporation's Law Department acting
under my direction and under my supervision, have examined
instruments, documents, and records which I deemed relevant and
necessary for the basis of my opinion herein after expressed.  In
such examination, I have assumed the following:  (a) the
authenticity of original documents and the genuineness of all
signatures; (b) the conformity to the originals of all documents
submitted to me as copies; and (c) the truth, accuracy and
completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates
I have reviewed.

Based on such examination, I am of the opinion that the Shares,
when issued in accordance with the provisions of the Program,
will be legally issued, fully paid and nonassessable.

I express no opinion as to matters of law in jurisdiction other
than the State of California and federal law of the United
States.

I hereby consent to the filing of this opinion as to an exhibit
to this Registration Statement and to the use of my name wherever
it appears in said Registration Statement.  In giving such
consent, I do not consider that I am an "expert" within the
meaning of such term as used in the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and
Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this opinion as an
exhibit or otherwise.

Very truly yours,

GARY P. ENCINAS

GARY P. ENCINAS



