Bond PG & E Corp 6.35% ( US694308GM31 ) in USD

PG & E Corp

100 % ▼

United States

US694308GM31 ( in USD )

6.35% per year ( payment 2 times a year) - Bond is in default, payments are suspended

14/02/2038

Prospectus brochure of the bond PG & E Corp US694308GM31 en USD 6.35%, maturity 14/02/2038

1 000 USD

400 000 000 USD

694308GM3

N/A

15/02/2025 ( In 141 days )

The Bond issued by PG & E Corp ( United States ) , in USD, with the ISIN code US694308GM31, pays a coupon of 6.35% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/02/2038
The Bond issued by PG & E Corp ( United States ) , in USD, with the ISIN code US694308GM31, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

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Filed pursuant to Rule 424(b)(5)
SEC File No. 333-149361

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities

Maximum Aggregate

Amount of
to be Registered

Offering Price

Registration Fee(1)(2)
Debt Securities

$602,532,000

$23,679.51

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933.

(2) Pursuant to Rule 457(p) under the Securities Act of 1933, Pacific Gas and Electric Company (the "Company") has carried
forward to its Registration Statement on Form S-3 (No. 333-149361) registration fees of $123,338.85 that had been paid
with respect to unsold debt securities that were previously registered pursuant to a Registration Statement on Form S-3
(No. 333-109994). Such registration fees are being applied to offset the $23,679.51 of registration fees payable with respect
to the notes offered and sold by the Company pursuant to this Registration Statement on Form S-3/ASR (No. 333-149361).
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the
Company's Registration Statement on Form S-3/ASR (File No. 333-149361).
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 22, 2008)

$600,000,000

$200,000,000 5.625% Senior Notes due November 30, 2017

$400,000,000 6.35% Senior Notes due February 15, 2038

We are offering $200,000,000 principal amount of our 5.625% Senior Notes due November 30, 2017, which we refer to in this
prospectus supplement as our "2017 notes," and $400,000,000 principal amount of our 6.35% Senior Notes due February 15, 2038,
which we refer to in this prospectus supplement as our "2038 notes." We collectively refer to each series of senior notes offered
hereby as our "senior notes."
We will pay interest on our 2017 notes on each May 30 and November 30, commencing May 30, 2008, and pay interest on our
2038 notes on each February 15 and August 15, commencing August 15, 2008. The senior notes will be issued in denominations of
$1,000 and integral multiples of $1,000.
The terms of the 2017 notes, other than their issue date and public offering price, will be identical to the terms of the $500,000,000
principal amount of 5.625% Senior Notes due November 30, 2017 offered and sold by our prospectus supplement dated
November 28, 2007 and the accompanying prospectus. The 2017 notes offered by this prospectus supplement and the
accompanying prospectus will have the same CUSIP and ISIN numbers as the other notes of the corresponding series and will
trade interchangeably with notes of the same series immediately upon settlement. Upon the consummation of this offering, the
aggregate principal amount of our 5.625% Senior Notes due November 30, 2017 will be $700,000,000.
We may redeem the senior notes in whole or in part at any time at the redemption prices set forth in this prospectus supplement.
The senior notes will be unsecured and will rank equally with all of our other unsecured and unsubordinated indebtedness.
There is no existing public market for the senior notes. We do not intend to list the senior notes on any securities exchange or any
automated quotation system.
Investing in these senior notes involves risks. See "Risk Factors" on page S-3.

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Per 2017 Note

Total
Per 2038 Note
Total
Public Offering Price(1)

101.550 %
$ 203,100,000

99.858 %
$ 399,432,000
Underwriting Discount

0.650 %
$ 1,300,000

0.875 %
$ 3,500,000
Proceeds to Pacific Gas and Electric
Company (before expenses)

100.900 %
$ 201,800,000

98.983 %
$ 395,932,000

(1) Plus accrued interest, with respect to the 2017 notes, from and including December 4, 2007 to but excluding the delivery date
(totaling $2,781,250), and, with respect to the 2038 notes, plus accrued interest, if any, from and including original issuance of
the 2038 notes. Accrued interest must be paid by the purchasers of the 2017 notes, and must be paid by the purchasers of the
2038 notes in the event the 2038 notes are delivered after March 3, 2008.

None of the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
The senior notes are expected to be delivered on or about March 3, 2008 through the book-entry facilities of The Depository Trust
Company.

Joint Book-Running Managers
Goldman, Sachs & Co.
Lehman Brothers
UBS Investment Bank

Co-Managers
Mizuho Securities USA Inc. Blaylock Robert Van, LLC CastleOak Securities, L.P.
February 26, 2008
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This prospectus supplement should be read in conjunction with the accompanying prospectus. You should rely only on
the information contained in this prospectus supplement, the accompanying prospectus and the information incorporated
by reference. Neither we nor any underwriter has authorized any other person to provide you with different or additional
information. If anyone provides you with different or additional information, you should not rely on it. Neither we nor
any underwriter is making an offer to sell the senior notes in any jurisdiction where the offer or sale is not permitted. You
should assume that the information contained in this prospectus supplement and the accompanying prospectus is accurate
only as of the date hereof.

TABLE OF CONTENTS

Page

Prospectus Supplement
Risk Factors
S-3
Our Company
S-3
Use of Proceeds
S-3
Capitalization
S-4
Description of the Senior Notes
S-5
Certain United States Federal Income Tax Consequences
S-9
S-
Underwriting
12
S-
General Information
14
S-
Legal Matters
14

Prospectus
About This Prospectus
i
Pacific Gas and Electric Company
1
Risk Factors
1
Forward-Looking Statements
1
Ratio of Earnings to Fixed Charges
2
Use of Proceeds
3
Description of the Senior Notes
4
Plan of Distribution
15
Experts
16
Legal Matters
16
Where You Can Find More Information
16
Certain Documents Incorporated by Reference
16

Unless otherwise indicated, when used in this prospectus supplement and the accompanying prospectus, the terms "we," "our"
and "us" refer to Pacific Gas and Electric Company and its subsidiaries.
This prospectus supplement and the accompanying prospectus contain forward-looking statements that are necessarily subject to
various risks and uncertainties. Forward-looking statements in this prospectus supplement are based on current estimates,
expectations and projections about future events, and assumptions regarding these events and management's knowledge of facts
as of the date of this prospectus supplement. These forward-looking statements relate to, among other matters, estimated capital
expenditures, our estimated rate base, estimated environmental remediation liabilities, the anticipated outcome of various
regulatory and legal proceedings, future cash flows, and the level of future equity or debt issuances, and are also identified by
words such as "assume," "expect," "intend," "plan," "project," "believe," "estimate," "predict," "anticipate," "aim," "may,"
"might," "should," "would," "could," "goal," "potential" and similar expressions. We are not able to predict all the factors that
may affect future results. See "Forward-Looking Statements" in the accompanying prospectus, for some of the factors that could
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cause future results to differ materially from those expressed or implied by the forward-looking statements, or from historical
results.
S-2
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RISK FACTORS
Investing in the senior notes involves risk. These risks are described under "Risk Factors" in Item 1A of our annual report on
Form 10-K for the fiscal year ended December 31, 2007, which is incorporated by reference in this prospectus supplement and
the accompanying prospectus. See "Where You Can Find More Information" in the accompanying prospectus. Before making a
decision to invest in the senior notes, you should carefully consider these risks as well as other information contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus.

OUR COMPANY
We are a leading vertically integrated electricity and natural gas utility. We were incorporated in California in 1905 and are a
subsidiary of PG&E Corporation. We operate in northern and central California and are engaged in the businesses of electricity
and natural gas distribution, electricity generation, procurement and transmission, and natural gas procurement, transportation and
storage. At December 31, 2007, we served approximately 5.1 million electricity distribution customers and approximately
4.3 million natural gas distribution customers. Our principal executive office is located at 77 Beale Street, P.O. Box 770000,
San Francisco, California 94177, and our telephone number is (415) 973-7000. The principal executive office of PG&E
Corporation is located at One Market, Spear Tower, Suite 2400, San Francisco, California 94105.

USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $600 million (including accrued interest on the 2017
notes), after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use
the net proceeds from the sale of the senior notes to repay outstanding commercial paper and for working capital purposes. At
February 26, 2008, the outstanding amount of our commercial paper was $501 million and the weighted average yield on our
outstanding commercial paper was approximately 3.52% per annum.
S-3
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CAPITALIZATION
The following table sets forth our consolidated capitalization as of December 31, 2007, and as adjusted to give effect to the
issuance and sale of the senior notes and the use of proceeds from this offering as set forth under "Use of Proceeds" above. This
table should be read in conjunction with our consolidated financial statements and related notes as of and for the fiscal year ended
December 31, 2007, incorporated by reference in this prospectus supplement and the accompanying prospectus. See "Where You
Can Find More Information" in the accompanying prospectus.

As of December 31, 2007

As

Actual

Adjusted

(in millions)

Current Liabilities:

Short-term borrowings(1)
$ 519
$
--
Long-term debt, classified as current:

Current portion of energy recovery bonds(2)
354

354

Total long-term debt, classified as current
$ 354
$
354

Capitalization:

Long-term debt(3)
$ 7,891
$ 8,494
Energy recovery bonds(2)
1,582

1,582
Shareholders' equity(4)
9,125

9,125

Total capitalization
$ 18,598
$ 19,201

(1) Actual Short-term borrowings consisted of $250 million borrowed under the working capital facility and $269 million of
commercial paper and As Adjusted Short-term borrowings gives effect to the use of proceeds to repay short-term debt.
(2) PG&E Energy Recovery Funding LLC, or PERF, a legally separate but wholly-owned, consolidated subsidiary of ours,
issued energy recovery bonds, or ERBs, supported by a dedicated rate component, or DRC, the proceeds of which were
used to purchase from us the right, known as "recovery property," to be paid a specified amount from a DRC. DRC
charges are collected by us and remitted to PERF for payment of the ERBs' principal, interest and miscellaneous
associated expenses. The ERBs are secured solely by the recovery property. Our creditors have no recourse to the assets of
PERF and its creditors have no recourse to our assets.
(3) Actual Long-term debt consisted of $1,613 million of pollution control bonds and $6,278 million of senior notes and As
Adjusted Long-term debt also includes the senior notes offered hereby, in each case, net of any discounts and premiums.
(4) Includes $258 million of preferred stock without mandatory redemption provisions.
S-4
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DESCRIPTION OF THE SENIOR NOTES
General
You should read the following information in conjunction with the statements under "Description of the Senior Notes" in the
accompanying prospectus.
As used in this section, the terms "we," "us" and "our" refer to Pacific Gas and Electric Company, and not to any of our
subsidiaries.
The 2017 notes are being offered in the aggregate principal amount of $200,000,000 and will mature on November 30, 2017. The
2038 notes are being offered in the aggregate principal amount of $400,000,000 and will mature on February 15, 2038.
We will issue the senior notes under an existing indenture, which was originally entered into on March 11, 2004 and amended
and restated on April 22, 2005, between us and The Bank of New York Trust Company, N.A., as trustee, as supplemented by
supplemental indentures between us and the trustee. Please read the indenture because it, and not this description, defines your
rights as holders of the senior notes. We have filed with the Securities and Exchange Commission a copy of the indenture as an
exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus are a part.
Pursuant to the Trust Indenture Act of 1939, as amended, if a default occurs on the senior notes, The Bank of New York Trust
Company, N.A. will be required to resign as trustee under the indenture, unless the default is cured, duly waived or otherwise
eliminated within 90 days.
The 2017 notes form a part of the series of our 5.625% Senior Notes due November 30, 2017 and will have the same terms as the
other notes of this series other than their issue date and the public offering price at which the 2017 notes are sold by this
prospectus supplement and the accompanying prospectus. We first issued our 5.625% Senior Notes due November 30, 2017 on
December 4, 2007. The 2017 notes offered by this prospectus supplement and the accompanying prospectus will have the same
CUSIP and ISIN numbers as the other notes of the corresponding series and will trade interchangeably with notes of the same
series immediately upon settlement. Upon the consummation of this offering, the aggregate principal amount of our 5.625%
Senior Notes due November 30, 2017 will be $700,000,000.
For each series of senior notes, we may without consent of the holders of that series issue additional senior notes of that series
under the indenture, as we are doing in this offering with respect to the 2017 notes, having the same terms in all respects to the
senior notes of that series (except for the public offering price and the issue date) so that those additional notes will be
consolidated and form a single series with the other outstanding senior notes of that series.
The 2017 notes will bear interest from December 4, 2007 at 5.625% per annum, payable semiannually on each May 30 and
November 30, commencing on May 30, 2008, to holders of record on the 15th day prior to the interest payment date.
The 2038 notes will bear interest from March 3, 2008 at 6.35% per annum, payable semiannually on each February 15 and
August 15, commencing on August 15, 2008, to holders of record on the 15th day prior to the interest payment date.
We will issue each series of senior notes in denominations of $1,000 and integral multiples of $1,000.
Each series of senior notes will be redeemable at our option, in whole or in part, at any time as described under "-- Optional
Redemption" below.
Interest on the senior notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any payment
date falls on a day that is not a business day, the payment will be made on the next business day, but we will consider that
payment as being made on the date that the payment was due to you. In that event, no interest will accrue on the amount payable
for the period from and after the payment date.
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We will issue the senior notes in the form of one or more global securities, which will be deposited with, or on behalf of, The
Depository Trust Company, or DTC, and registered in the name of DTC's nominee. Information regarding DTC's book-entry
system is set forth below under "Book-Entry System; Global Notes."
Ranking
The senior notes will be our direct, unsecured and unsubordinated obligations and will rank equally with all our other existing
and future unsecured and unsubordinated obligations. The senior notes will be effectively subordinated to all our secured debt. As
of December 31, 2007, we had approximately $6.3 billion of notes outstanding under the indenture for the senior notes.
As of December 31, 2007, we did not have any outstanding secured debt for borrowed money. The indenture contains no
restrictions on the amount of additional indebtedness that may be incurred by us.
Optional Redemption
We may, at our option, redeem the senior notes of each series in whole or in part at any time at a redemption price equal to the
greater of:

· 100% of the principal amount of the senior notes to be redeemed; or

· as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal
and interest on the senior notes to be redeemed (not including any portion of payments of interest accrued as of the
redemption date) discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate plus 30 basis
points in the case of the 2017 notes, and 30 basis points in the case of the 2038 notes,
plus, in each case, accrued and unpaid interest to the redemption date.
The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.
We will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each registered
holder of the senior notes to be redeemed.
Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the senior
notes or portions of the senior notes called for redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date.
"Business Day" means any day that is not a day on which banking institutions in New York City are authorized or required by
law or regulation to close.
"Comparable Treasury Issue" means the United States Treasury security selected by the applicable Quotation Agent as having a
maturity comparable to the remaining term of the senior notes to be redeemed that would be used, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the senior notes to be redeemed.
"Comparable Treasury Price" means, with respect to any redemption date:

· the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest
of the Reference Treasury Dealer Quotations; or

· if we obtain fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer
Quotations so received.
"Quotation Agent" with respect to each series of senior notes means the Reference Treasury Dealer appointed by us for that
series.
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