Company Name: PG&E Corp.
Public Availability Date: March 7, 2008

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

January 10, 2008

Via Overnight Courier

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Re: PG&E CorporationNotice of Intent to Omit Shareholder Proposal from Proxy Materials Pursuant to Rule 14a-8 Promulgated under the Securities Exchange Act of 1934, as amended, and Request for No-Action RulingProposal from Mr. Chris Rossi

Ladies and Gentlemen:

PG&E Corporation, a California corporation, submits this letter under Rule 14a-8(j) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to notify the Securities and Exchange Commission (the "Commission") of PG&E Corporation's intent to exclude a shareholder proposal (with the supporting statement, the "Proposal") from the proxy materials for PG&E Corporation's 2008 Annual Meeting of Shareholders (the "2008 Proxy Materials") under:

Rule 14a-8(i)(3) because the Proposal is vague and indefinite, and contrary to the Commission's proxy rules, and

Rule 14a-8(i)(10) because the Proposal is substantially implemented.

The Proposal was submitted by Mr. Chris Rossi. PG&E Corporation asks that the staff of the Division of Corporation Finance of the Commission (the "Staff") confirm that it will not recommend to the Commission that any enforcement action be taken if PG&E Corporation excludes the Proposal from its 2008 Proxy Materials.

In accordance with Rule 14a-8(j), six copies of this letter and its attachments are enclosed. Also, in accordance with Rule 14a-8(j), a copy of this letter and its attachments is being provided to the Proponent and the Proponent's authorized representative, Mr. John Chevedden. The letter informs the Proponent's representative of PG&E Corporation's intention to omit the Proposal from its 2008 Proxy Materials. Pursuant to Rule 14a-8(j), this letter is being submitted not less than 80 days before PG&E Corporation files its definitive 2008 Proxy Materials with the Commission.

I. BACKGROUNDTHE PROPOSAL

PG&E Corporation received the Proposal on November 14, 2007. A copy of the Proposal and related correspondence is attached to this letter as Exhibit A. The Proposal requests the following:

Resolved, Shareholders request that our Board adopt a bylaw to require that our company have an independent lead director whenever possible with clearly delineated duties, elected by and from the independent board members, to generally be expected to serve for more than one continuous year, unless our company has an independent board chairman. The standard of independence would be the standard set by the Council of Institutional Investors.

The clearly delineated duties at a minimum would include:

Presiding at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors.

Serving as liaison between the chairman and the independent directors.

Approving information sent to the board.

Approving meeting agendas for the board.

Approving meeting schedules to assure that there is sufficient time for discussion of all agenda items.

Having the authority to call meetings of the independent directors.

Being available for consultation and direct communication, if requested by major shareholders.

The supporting statement highlights the Proponent's belief that a key purpose for having an independent lead director is to provide independent oversight of management, including the CEO.

II. REASONS FOR EXCLUSION

A. The Proposal Does not Describe the Standard of Independence Required, and can be Omitted Pursuant to Rule 14a-8(i)(3) Because it is Impermissibly Vague.

PG&E Corporation believes the Proposal is impermissibly vague and indefinite because the Proposal sets forth an independence standard that is "the standard set by the Council of Institutional Investors." However, the Proposal does not provide details regarding the content of that independence standard. If PG&E Corporation's shareholders read the Proposal, they would not fully understand what they were being asked to vote on and, in particular would not know how the Proposal's definition differs from the existing independence definitions relating to members of the Board of Directors.

Under Rule 14a-8(i)(3), a company may exclude all or portions of a proposal if the proposal or supporting statement is contrary to any of the Commission's proxy rules. By extension, this includes proposals that are impermissibly vague and indefinite. In this regard, the Staff has indicated that proposals may be excluded if the proposal is so vague and indefinite that it would be difficult for shareholders to know what they are voting on. See, e.g, Woodward Governor Company (avail. Nov. 26, 2003) (proposal requesting a policy for "compensation" for the "executives in the upper management (that being plant managers to board members)" based on stock growth); General Electric Company (avail. Feb. 5, 2003) (proposal requesting board "to seek shareholder approval for all compensation for Senior Executives and Board members not to exceed more than 25 times the average wage of hourly working employees"); Proctor & Gamble Co. (avail. Oct. 25, 2002) (proposal requesting that board create a fund that would provide lawyers, clerical help, witness protection and records protection for victims of retaliation, intimidation and troubles because they are stockholders of publicly owned companies).

The Staff has previously concurred that Rule 14a-8(i)(3) was grounds for a company to omit a proposal very similar to the one at issue in this No-Action Letter request. In The Boeing Corporation, the Staff agreed that a proposal requesting an independent chairman of the board was impermissibly vague and indefinite because it failed to disclose to shareholders the definition of "independent director" that applied. The Boeing Corporation (avail. Feb. 10, 2004) (where proposal sought to amend the bylaws to require "that an independent director, according to the 2003 Council of Institutional Investors definition, shall serve as chairman of the Board of Directors"). The Proposal at issue suffers from the same defect as the proposal in Boeing Corporation; they both include a reference to a definition of "independence" established by the Council of Institutional Investors, but do not adequately describe or delineate that definition.

This position also is consistent with other instances in which the Staff concurred that companies could rely on Rule 14a-8(i)(3) to omit proposals requesting that the company adopt a particular definition or set of guidelines, and the proposal or supporting statement failed to include a description of the substantive provisions of the definition or set of guidelines being recommended. See, e.g., Smithfield Foods, Inc. (avail. July 18, 2003) (proposal requested that management "prepare a report based upon the Global Reporting Initiative," but the proposal was devoid of any definition or description of the Global Reporting Initiative; Johnson & Johnson (avail. Feb. 7, 2003) (proposal requested adoption of Glass Ceiling Commission's business recommendations); Kohl's Corp. (Mar. 13, 2001) (proposal requested implementation of the "SA8000 Social Accountability Standards").

PG&E Corporation believes that the Proposal can be distinguished from the proposal in General Electric Company, in which the Staff did not grant no-action relief under Rule 14a-8(i)(3). In that letter the company argued that the proposal was vague and indefinite because it did not include or reference any definition of independence. General Electric Company (avail. Jan. 28, 2003) ("General Electric") (proposal requested amending the company's bylaws to require that the chairman of the board be an independent director who has not served as CEO of the company). In contrast, the Proposal (as well as the proposal in Boeing) incorporates a specific definition of independence, but does not adequately describe or delineate that specified definition.

The Proposal asks PG&E Corporation's shareholders to vote on matters relating to board and director independencewithout providing shareholders with enough information for shareholders to understand the applicable definition of independence. PG&E Corporation's shareholders cannot be expected to make an informed decision on the merits of the Proposal without understanding what they are voting on. Accordingly, we believe the Proposal is impermissibly vague and indefinite and may be excluded pursuant to Rule 14a-8(i)(3). Such action would be consistent with Staff positions in prior No-Action Letters.

B. PG&E Corporation Already has an Independent Lead Director. The Proposal has Been Substantially Implemented and May be Excluded Under Rule 14a-8(i)(10).

Since 2003, the PG&E Corporation Board of Directors has had an independent lead director. Details regarding the selection, duties, term, and tenure of the independent lead director are specified in PG&E Corporation's Corporate Governance Guidelines, which are adopted and amended by the Board of Directors. Based on those facts, PG&E Corporation believes that the Proposal is already substantially implemented, and therefore can be omitted pursuant to Rule 14a-8(i)(10).

Rule 14a-8(i)(10) permits an issuer to omit a Rule 14a-8 proposal if the company has already "substantially implemented the proposal." The purpose of Rule 14a-8(i)(10) is "to avoid the possibility of shareholders having to consider matters which have already been favorably acted upon by management." See SEC Release No. 34-12598 (regarding predecessor rule to Rule 14-8(i)(10)) (July 7, 1976). To be moot, the proposal need not be implemented in full or precisely as presented. Rule 14a-8(i)(10) does not require exact correspondence between the actions sought by a shareholder proponent and the issuer's actions in order for the shareholder's proposal to be excluded. SEC Release 34- 20091 (Aug. 16, 1983) (discussing Rule 14a-8(c)(3), the predecessor to Rule 14a-8(i)(3)).

PG&E Corporation's Corporate Governance Guidelines set forth the duties of the independent lead director, and provide the definition of "independence" applicable in this instance. A copy of the PG&E Corporation Corporate Governance Guidelines is attached as Exhibit B. The following chart lists each of the Proposal's requests regarding the position of independent lead director, and the section of PG&E Corporation's Corporate Governance Guidelines that addresses the issue. |[NCCDEF] |[UCA1] |[TDC4,MP1,QL,S1,VU,I1] |[TCC4,MP1,QL,VU] |[XT] |[RN249,0,5D] |[DRR1,LC1-.6,249] |[DRR2,CG2,249] |[DRR3,RC2+.6,249] |[ST]|[LC15]|[RS4]|[BVR1,R2,R3]|[HRH249,R1,R3] |[ST]|[LC3]|[RS3]|[CFZ]Proposal Request|[QC] |[TA]|[QC]Section in PG & E Corporation's|[EL]Corporate Governance|[EL]Guidelines |[ST]|[LC3]|[HRH249,R1,R3] |[ST]|[LC3]|[RS4]Require an independent lead director |[TA]Section 15 |[ST]|[LC3]|[HRH249,R1,R3] |[ST]|[LC3]Cleary delineated duties: |[TA] |[ST]|[LC3]|[HRH249,R1,R3] |[ST]|[LC3]|[CP55D]|pi|9|[RS4] Presiding at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors. |[TA]Section 16 |[ST]|[LC3]|[HRH249,R1,R3] |[ST]|[LC3]|[CP55D]|pi|9|[RS4] Serving as liaison between the chairman and the independent directors. |[TA]Section 15 |[ST]|[LC3]|[HRH249,R1,R3] |[ST]|[LC3]|[CP55D]|pi|9|[RS4] Approving information sent to the board. |[TA]Section 15 |[ST]|[LC3]|[HRH249,R1,R3] |[ST]|[LC3]|[CP55D]|pi|9|[RS4] Approving meeting agendas for the board. |[TA]Section 15 |[ST]|[LC3]|[HRH249,R1,R3] |[ST]|[LC3]|[CP55D]|pi|9|[RS4] Approving meeting schedules to assure that there is sufficient time for discussion of all agenda items. |[TA]Section 15 |[ST]|[LC3]|[HRH249,R1,R3] |[ST]|[LC3]|[CP55D]|pi|9|[RS4] Having the authority to call meetings of the independent directors. |[TA]Section 15 |[ST]|[LC3]|[HRH249,R1,R3] |[ST]|[LC3]|[CP55D]|pi|9|[RS4] Being available for consultation and direct communication, if requested by major shareholder |[TA]Section 31 |[ST]|[LC3]|[HRH249,R1,R3] |[ST]|[LC3]Elected by and from independent directors |[TA]Section 15 |[ST]|[LC3]|[HRH249,R1,R3] |[ST]|[LC3]Serve for more than one continuous year |[TA]Section 15 |[ST]|[LC3]|[HRH249,R1,R3] |[ST]|[LC3]Definition of Independence |[TA]Exhibit A |[ST]|[LC3]|[HRH249,R1,R3]|[EV] |[ET]

Because most of the Proposal's requests already are implemented by the PG&E Corporation Corporate Governance Guidelines, PG&E Corporation believes that the Proposal is substantially implemented and can be excluded from the 2008 Proxy Materials. Further, PG&E Corporation's practices compare favorably with the Proposal, even though the requirements for the independent lead director are included in the Corporate Governance Guidelines rather than the Bylaws, as is requested in the Proposal. Notably, both the Corporate Governance Guidelines and Bylaws are established by the Board of Directors and can be amended by the Board, but not by management. The Proponent's stated purpose for the Proposal is to provide independent oversight of management, and that purpose is furthered if the independent lead director requirements are established in a document that is not under management's control. This control is present whether the Proposal is implemented through the Corporate Governance Guidelines or the Bylaws.

For the reasons discussed above, PG&E Corporation believes its current corporate governance documents and practices substantially implement the Proposal, and the Proposal may be omitted from the 2008 Proxy Materials as provided in Rule 14a-8(i)(10).

III. CONCLUSION

As discussed above, the Proposal includes an impermissibly vague definition of "independence" and has otherwise been substantially implemented by provisions in PG&E Corporation's Corporate Governance Guidelines. As a result, and based on the facts and the no-action letter precedent discussed above, PG&E Corporation intends to exclude the Proposal from its 2008 Proxy Materials in reliance on Rule 14a-8(i)(3) and Rule 14a-8(i)(10). By this letter, I request confirmation that the Staff will not recommend enforcement action to the Commission if PG&E Corporation excludes the Proposal from its 2008 Proxy Materials in reliance on the aforementioned rules.

If possible, I would appreciate it if the Staff would send a copy of its response to this request to me by fax at (415) 817-8225 when it is available. PG&E Corporation will promptly forward an e-mail a copy of the letter to the Proponent's representative. Mr. Chevedden's FAX number is (301)371-7872.

Please confirm this filing by returning a receipt-stamped copy of this letter. An extra copy of this letter and a pre-addressed postage paid envelope are enclosed.

If you have any questions regarding this request or desire additional information, please contact me at (415) 817-8207.

Very Truly Yours,

/s/

Frances S. Chang

cc: Chris Rossi
Linda Y.H. Cheng
John Chevedden (via facsimile)

Attachment: Exhibits A, B

[APPENDIX 1]

Mr. Peter A. Darbee
Chairman
PG&E Corporation (PCG)
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PH: 415-267-7000
FX: 415-267-7267

Rule 14a-8 Proposal

Dear Mr. Darbee,

This Rule 14a-8 proposal is respectfully submitted in support of the long-term performance of our company. This proposal is submitted for the next annual shareholder meeting. Rule 14a-8 requirements are intended to be met including the continuous ownership of the requircd stock value until after the date of the respective shareholder meeting and the presentation of this proposal at the annual meeting. This submitted format, with the shareholder supplied emphasis, is intended to be used for definitive proxy publication. This is the proxy for John Chevedden and/or his designee to act on my behalf regarding this Rule 14a-8 proposal for the forthcoming shareholder meeting before, during and after the forthcoming shareholder meeting. Please direct all future communication to John Chevedden at:

olmsted7p (at) earthlink.net

(In the interest of company cost savings and improving the efficiency of the rule 14a-8 process please communicate via email.)

PH: 310-371-7872
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278

Your consideration and the consideration of the Board of Directors is appreciated in support of the long-term performance of our company. Please acknowledge receipt of this proposal by email.

Sincerely,

/s/

Date 10/22/07

Chris Rossi

cc: Linda Y.H. Cheng
Corporate Secretary
PH: 415-267-7070
FX: 415-267-7260
FX: 415-267-7268

[APPENDIX 2]

[PGE: Rule 14a-8 Proposal, November 8, 2007, revised November 13, 2007]

3Independent Lead Director

Resolved, Shareholders request that our Board adopt a bylaw to require that our company have an independent lead director whenever possible with elearly delineated duties, elected by and from the independent board members, to generally be expected to serve for more than one continuous year, unless our company has an independent board chairman. The standard of independence would be the standard set by the Council of Institutional Investors.

The clearly delineated duties at a minimum would include:

Presiding at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors.

Serving as liaison between the chairman and the independent directors.

Approving information sent to the board.

Approving meeting agendas for the board.

Approving meeting schedules to assure that there is sufficient time for discussion of all agenda items.

Having the authority to call meetings of the independent directors.

Being available for consultation and direct communication, if requested by major shareholders.

A key purpose of the Independent Lead Director is to protect shareholders' interests by providing independent oversight of management, including our CEO. An Independent Lead Director with clearly delineated duties can promote greater management accountability to shareholders and lead to a more objective evaluation of our CEO.

I believe that an Independent Lead Director should be selected primarily based on his qualifications as a Lead Director, and not simply default to the Director who has another designation on our Board. Additionally an Independent Lead Director should not be rotated out of this position each year just as he or she is gaining valuable Lead Director experience.

I believe that the annual meeting practices of our company give further incentive for the greater oversight of our Chairman by an Independent Lead Director. For example, a motorcycle officer greeted some shareholders at our 2007 annual meeting. Plus the motorcycle officer had his motorcycle pointed at the driver's door.

Not one item of business was listed on the "Order of Business" card that was widely distributed at our 2007 annual meeting. Our annual meeting is disproportionatcly dedicated to management's inspirational speaking. Yet if one asks for a transcript of the annual meeting to find substance in management's inspirational speaking, management says that there are no transcripts for shareholders. However our management had a transcript plus a videobut for management use only.

The building entrance at our annual meeting is so distant from a public sidewalk or street that shareholders have virtually no chance for sharing views with stakeholders of our company who are not inside the shareholder meeting. And we have a company with millions of local retail customers.

Encourage our board to respond positively to this proposal:

Notes:

Chris Rossi, P.O. Box 249, Boonville, Calif. 95415 sponsors this proposal.

The above format is requested for publication without re-editing, re-formatting or elimination of text, including beginning and concluding text, unless prior agreement is reached. It is respectfully requested that this proposal be proofread before it is published in the definitive proxy to ensure that the integrity of the submitted format is replicated in the proxy materials. Please advise if there is any typographical question.

Please note that the title of the proposal is part of the argument in favor of the proposal. In the interest of clarity and to avoid confusion the title of this and each other ballot item is requested to be consistent throughout all the proxy materials.

The company is requested to assign a proposal number (represented by "3" above) based on the chronological order in which proposals are submitted. The requested designation of "3" or higher number allows for ratification of auditors to be item 2.

This proposal is believed to conform with Staff Legal Bulletin No. 14B (CF), September 15, 2004 including:

Accordingly, going forward, we believe that it would not be appropriate for companies to exclude supporting statement language and/or an entire proposal in reliance on rule 14a-8(i)(3) in the following circumstances:

the company objects to factual assertions because they are not supported;

the company objects to factual assertions that, while not materially false or misleading, may be disputed or countered;

the company objects to factual assertions because those assertions may be interpreted by shareholders in a manner that is unfavorable to the company, its directors, or its officers; and/or

the company objects to statements because they represent the opinion of the shareholder proponent or a referenced source, but the statements are not identified specifically as such.

See also: Sun Microsystems, Inc. (July 21, 2005).

Stock will be held until after the annual meeting and the proposal will be presented at the annual meeting.

Please acknowledge this proposal promptly by email and advise the most convenient fax number and email address to forward a broker letter, if needed, to the Corporate Seeretary's office.

[STAFF REPLY LETTER]

March 7, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: PG&E Corporation Incoming letter dated January 10, 2008

The proposal requests that the board adopt a bylaw to provide for an independent lead director, using the standard of independence set by the Council of Institutional Investors.

There appears to be some basis for your view that PG&E may exclude the proposal under rule 14a-8(i)(3) as vague and indefinite. Accordingly, we will not recommend enforcement action to the Commission if PG&E omits the proposal from its proxy materials in reliance on rule 14a-8(i)(3). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which PG&E relies.

Sincerely,

/s/

Greg Belliston
Special Counsel