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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001004980-99-000038.txt : 19990617
<SEC-HEADER>0001004980-99-000038.hdr.sgml : 19990617
ACCESSION NUMBER:		0001004980-99-000038
CONFORMED SUBMISSION TYPE:	S-8 POS
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19990616
EFFECTIVENESS DATE:		19990616

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PG&E CORP
		CENTRAL INDEX KEY:			0001004980
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				943234914
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8 POS
		SEC ACT:		
		SEC FILE NUMBER:	333-50601-99
		FILM NUMBER:		99647548

	BUSINESS ADDRESS:	
		STREET 1:		ONE MARKET SPEAR TOWER
		STREET 2:		SUITE 2400
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94105
		BUSINESS PHONE:		4152677000

	MAIL ADDRESS:	
		STREET 1:		ONE MARKET SPEAR TOWER
		STREET 2:		SUITE 2400
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94105

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PG&E PARENT CO INC
		DATE OF NAME CHANGE:	19951214
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8 POS
<SEQUENCE>1
<DESCRIPTION>P/E AMENDMENT NO.5
<TEXT>



As filed with the Securities and Exchange Commission on June 16, 1999
                                         Registration No. 33-50601-99
   =================================================================
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                POST-EFFECTIVE AMENDMENT NO. 5 TO
                            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)

Savings Fund Plan for Employees of Pacific Gas and Electric Company
                     (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) 817-8201


<PAGE>

The portion of the Savings Fund Plan for Employees of Pacific Gas
and  Electric  Company for non-union employees  was  amended  and
restated  to become the PG&E Corporation Retirement Savings  Plan
effective June 1, 1999.  This Post-Effective Amendment No.  5  to
Registration  Statement No. 33-50601 is  being  filed  solely  to
indicate  that  the  remaining shares of PG&E Corporation  common
stock registered hereunder, together with an indeterminate amount
of  corresponding plan interests, may be offered and sold only to
the  participants in the Pacific Gas and Electric Company Savings
Fund Plan for Union-Represented Employees.

<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 Post-
effective Amendment No. 5 to Registration Statement No. 33-50601
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 15th day of June, 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 Post-effective Amendment No. 5 to Registration Statement No.
33-50601 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     June 15, 1999
                             Board, President,
                             and Chief
                             Executive Officer

B.   Principal Financial
      Officer

     *MICHAEL E. RESCOE     Senior Vice President
                            and Chief Financial  June 15, 1999
                              Officer

C.   Controller or
     Principal Accounting
     Officer

     *CHRISTOPHER P. JOHNS   Vice President
                               and Controller    June 15, 1999

D.        Directors                              June 15, 1999

          *ROBERT D. GLYNN, JR.  )
          *RICHARD A. CLARKE     )
          *H. M. CONGER          )
          *MARY S. METZ          )
          *JOHN C. SAWHILL       )
          *WILLIAM S. DAVILA     )
          *REBECCA Q. MORGAN     )
          *DAVID A. COULTER      )Directors
          *C. LEE COX            )
          *RICHARD B. MADDEN     )
          *BARRY LAWSON WILLIAMS )



<PAGE>

          *DAVID M. LAWRENCE     )
          *CARL E. REICHARDT     )

          GARY P. ENCINAS
* By ------------------------------
          (Gary P. Encinas,
          Attorney-in-Fact Pursuant to Powers of Attorney filed
          as Exhibit 24.1 to Registration Statement No. 33-
          50601)


      The Plan.  Pursuant to the requirements of the Securities
Act of 1933, the administrator of the Plan listed below 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 15th day of
June, 1999.



                         PG&E CORPORATION RETIREMENT SAVINGS PLAN
                         AS SUCCESSOR TO THE PACIFIC GAS AND
                         ELECTRIC COMPANY SAVINGS FUND PLAN FOR
                         NON-UNION EMPLOYEES


                         By    BRUCE R. WORTHINGTON
                              ----------------------
                              Bruce R. Worthington
                              Chairman, Employee Benefit
                              Committee




                         THE PACIFIC GAS AND ELECTRIC COMPANY
                         SAVINGS FUND PLAN FOR UNION-REPRESENTED
                         EMPLOYEES


                         By    BRUCE R. WORTHINGTON
                              -----------------------
                              Bruce R. Worthington
                              Chairman, Employee Benefit
                              Committee






</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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