

                                                Exhibit 23.2

                    [ARTHUR ANDERSEN LLP LETTERHEAD]
     
     
     
     
     
     
     
     
     
     To the Board of Directors of PG&E Corporation:
     
     As independent public accountants, we hereby
     consent to the use of our report included in this
     registration statement and to the incorporation by
     reference in this registration statement of our
     report dated February 8, 1999 included in PG&E
     Corporation's Form 10-K for the year ended December,
     31, 1998 and to all references to our Firm included
     in this registration statement.
     
     
     Arthur Andersen LLP
     ---------------------------------
     Arthur Andersen LLP
     
     
     San Francisco, California,
     April 23, 1999

