



   As filed with the Securities and Exchange Commission on April 27, 1999
                                               Registration No. 333-_____
==========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                     
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                                     
                             PG&E CORPORATION
          (Exact name of registrant as specified in its charter)

             California                            94-3234914
(State or other jurisdiction          (I.R.S. Employer Identification No.)
of incorporation or organization)

                One Market, Spear Street Tower, Suite 2400
                      San Francisco, California 94105
            (Address of principal executive offices) (zip code)
                                     
               PG&E CORPORATION LONG-TERM INCENTIVE PROGRAM
                         (Full title of the Plan)
                                     
                           Gary P. Encinas, Esq.
                          One Market, Spear Tower
                                 Suite 400
                      San Francisco, California 94105
                  (Name and address of agent for service)
                                     
Telephone number, including area code, of agent for service:(415) 267-7000

                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================
Title of each class   Amount to be  Proposed   Proposed
of securities to be   Registered    maximum    maximum      Amount
registered:                         offering   aggregate    of
                                    price per  offering     registration
                                    share (1)  price        fee
<S>                 <C>             <C>       <C>          <C>
Common stock,       11,000,000 shs  $31.375   $345,125,000 $95,944
no par value

--------------------------------------------------------------------------
</TABLE>

(1) The registration fee was calculated pursuant to Rules 457(h)(1) and
457(c) of the Securities Act of 1933, on the basis of the average of the
high and low prices of the registrant's common stock on April 23, 1999 as
reported on the New York Stock Exchange.

Pursuant to Rule 416, this registration statement also covers securities
that may be offered under the above referenced plan to prevent dilution
resulting from stock splits, stock dividends, or similar transactions.

<PAGE>

                             PART I
                                

Information required by Items 1 and 2 of Part I of Form S-8 is
not required to be filed as part of this registration statement.

                                
                             PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     The following documents are incorporated by reference in
this registration statement: (i) the latest annual report of PG&E
Corporation (the "Registrant") filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (ii) all other reports filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the annual report referred to
in clause (i) above; and (iii) the description of the
Registrant's common stock ("Common Stock") filed pursuant to the
Exchange Act, including any amendment or report filed for the
purpose of updating such description.  All documents filed by the
Registrant after the date of this registration statement pursuant
to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment (that indicates all
securities offered have been sold or deregisters all securities
then remaining unsold), shall be incorporated by reference in
this registration statement and to be a part hereof from the date
of filing of such documents.


Item 4.  Description of Securities.

Not applicable.


Item 5. Interests of Named Experts and Counsel.

The legality of the common stock to be offered under the above-
referenced plan will be passed upon by Gary P. Encinas, Chief
Counsel, Corporate, of PG&E Corporation.  Mr. Encinas, together
with other members of the PG&E Corporation Law Department who
have participated in the preparation of his opinion, attached
hereto as Exhibit 5, beneficially own 802 shares of
PG&E Corporation common stock, and hold options to purchase an
additional 48,600 shares of PG&E Corporation common stock.


Item 6.  Indemnification of Officers and Directors.

Section 317 of the California Corporations Code and Article SIXTH
of the Registrant's Articles of Incorporation provide for
indemnification of the Registrant's directors and officers under
certain circumstances.  The Registrant's Board of Directors has
adopted a resolution regarding the Registrant's policy of
indemnification and the Registrant maintains insurance that
insures directors and officers of the Registrant against certain
liabilities.


Item 7.  Exemption from Registration Claimed.

Not applicable.


Item 8.   Exhibits.

          5    Opinion of Gary P. Encinas, Chief Counsel, Corporate

          23.1 Consent of Gary P. Encinas (See exhibit 5 above.)

          23.2 Consent of Arthur Andersen LLP.

          24.1 Powers of Attorney.

          24.2 Resolution of the Board of Directors authorizing the
               execution of this Registration Statement.

          99   PG&E Corporation Long-Term Incentive Program


Item 9.  Undertakings.


     (a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
     being made of the securities offered hereby, a post-
     effective amendment to this registration statement:
     
          (i)  To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;
          
          (ii) To reflect in the prospectus any facts or events
          arising after the effective date of the registration
          statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate,
          represent a fundamental change in the information set
          forth in the registration statement; and
          
          (iii)  To include any material information with respect
                 to the plan of distribution not previously disclosed
                 in this registration statement or any material
                 change to such information in this registration
                 statement;

     provided, however, that the undertakings set forth in
     --------  -------
     paragraphs (i) and (ii) above do not apply if the
     information required to be

<PAGE>

     included in a post-effective
     amendment by those paragraphs is contained in periodic
     reports filed by the registrant pursuant to Section 13 or
     Section 15(d) of the Securities Exchange Act of 1934 that
     are incorporated by reference in this registration
     statement.
     
     (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof;
     
     (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act, and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of such
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, such
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

<PAGE>

                           SIGNATURES
                                
     The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and County of
San Francisco, State of California, on the 26th day of April,
1999.

                                   PG&E CORPORATION
                                     (Registrant)

                                        
                                        GARY P. ENCINAS
                                   By ---------------------------
                                        GARY P. ENCINAS
                                        Attorney-in-Fact


     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated and on the dates indicated.

          Signatures               Title             Date
          ----------               -----             ----
A.   Principal Executive
     Officer

     *ROBERT D. GLYNN, JR.   Chairman of the        April 26, 1999
                             Board, President,
                             and Chief
                             Executive Officer

B.   Principal Financial
     Officer

     *MICHAEL E. RESCOE    Senior Vice President
                           and Chief Financial      April 26, 1999
                              Officer

C.   Controller or
     Principal Accounting
     Officer

     *CHRISTOPHER P. JOHNS  Vice President
                            and Controller          April 26, 1999

D.   Directors                                      April 26, 1999

          *ROBERT D. GLYNN, JR.
          *RICHARD A. CLARKE
          *DAVID A. COULTER

<PAGE>

          *C. LEE COX
          *WILLIAM S. DAVILA
          *DAVID M. LAWRENCE
          *RICHARD B. MADDEN
          *MARY S. METZ
          *REBECCA Q. MORGAN
          *JOHN C. SAWHILL
          *BARRY LAWSON WILLIAMS

           GARY P. ENCINAS
* By ------------------------------
          (Gary P. Encinas,
          Attorney-in-Fact)

<PAGE>

                                   EXHIBIT INDEX


          5    Opinion of Gary P. Encinas, Chief Counsel , Corporate

          23.1 Consent of Gary P. Encinas (See exhibit 5 above.)

          23.2 Consent of Arthur Andersen LLP.

          24.1 Powers of Attorney.
          
          24.2 Resolution of the Board of Directors authorizing the
               execution of this Registration Statement

          99   PG&E Corporation Long-Term Incentive Program
     
     
     
     


