SEC Rule 424(b)(3)
Registration Statement No. 333-25685
14,607,143 Shares
PG&E CORPORATION
COMMON STOCK
(No Par Value)
_____________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_____________________________
All the shares of common stock being offered hereby (the
"Stock") are being disposed of for the account of certain
shareholders and/or by their respective donees, pledgees,
transferees or successors in interest (the "Selling
Shareholders") of PG&E Corporation ("PG&E Corp." or the
"Company"). PG&E Corp. will not receive any of the proceeds from
the sale of the Stock. The last sale price of the common stock
of PG&E Corp. on May 12, 1997 as reported in the New York Stock
Exchange composite quotations was $23.875 per share.
The Stock covered by this Prospectus may be offered for sale
from time to time by the Selling Shareholders to or through
underwriters or directly to other purchasers or through agents in
one or more transactions on any exchange on which the Stock is
traded, in the over-the-counter market, in one or more private
transactions or in a combination of such methods of sale, at
prices and on terms then prevailing, at prices related to such
prices or at negotiated prices. The Selling Shareholders and any
brokers and dealers who participate in a sale of the Stock may be
deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act of 1933, as amended (the "Securities Act"),
and the commissions paid to any such brokers and dealers may be
deemed to be underwriting commissions under the Securities Act.
See "Plan of Distribution."
The Company will pay all expenses incident to the offer and
sale of the Stock, other than selling commissions, stock transfer
taxes, fees and expenses of counsel to the Selling Shareholders.
Expenses to be paid by the Company are estimated at $165,872.
The date of this Prospectus is May 14, 1997
<PAGE>
TABLE OF CONTENTS
Page
THE COMPANY----------------------------------------------------3
AVAILABLE INFORMATION------------------------------------------3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE----------------4
USE OF PROCEEDS------------------------------------------------5
SELLING SHAREHOLDERS-------------------------------------------5
PLAN OF DISTRIBUTION-------------------------------------------7
EXPERTS--------------------------------------------------------8
LEGAL OPINION--------------------------------------------------8
<PAGE>
THE COMPANY
PG&E Corporation, a California corporation incorporated in
1995, is the holding company of Pacific Gas and Electric Company
and certain other companies engaged principally in energy related
businesses. Pacific Gas and Electric Company is an operating
public utility engaged principally in the business of supplying
electric and natural gas service throughout most of northern and
central California. Pacific Gas and Electric Company was
incorporated in California in 1905. PG&E Corporation's principal
executive office is located at 77 Beale Street, San Francisco,
California, 94177, and its telephone number is (415) 973-7000.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information can be inspected and copied at the public
reference room of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C., and the public reference facilities in
the New York Regional Office, 7 World Trade Center, New York, New
York, and Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois. Copies of such
material can be obtained at prescribed rates by writing to the
Securities and Exchange Commission, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549. Such material may
also be accessed electronically by means of the Commission's Web
site on the Internet at http://www.sec.gov. In addition, such
material can also be inspected at the New York Stock Exchange, 20
Broad Street, New York, New York 10005, and the Pacific Exchange,
301 Pine Street, San Francisco, California 94104.
The Company has filed with the Commission a registration
statement (the "Registration Statement") under the Securities Act
with respect to the Stock offered hereby. This Prospectus does
not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto, certain parts
of which are omitted in accordance with the rules and regulations
of the Commission. For further information with respect to the
Company and the Stock, reference is made to such Registration
Statement and to the exhibits and schedules thereto. A copy of
the Registration Statement may be obtained at the public
reference facilities maintained by the Commission as provided in
the preceding paragraph.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated by reference in this Prospectus:
1. The Company's annual report on Form 10-K for the year
ended December 31, 1996.
2. The Company's current reports on Form 8-K dated January
2, 1997, January 7, 1997, January 16, 1997, January 31, 1997,
February 19, 1997, March 3, 1997, April 18, 1997 and May 9, 1997.
3. A description of the Company's common stock contained
in the Company's registration statement on Form 8-B dated
December 20, 1996.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the termination of the offering of the Shares to which this
Prospectus relates shall be deemed incorporated by reference and
in this Prospectus.
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of
this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents
which are not specifically incorporated by reference in the
information that this Prospectus incorporates. Requests should
be directed to David M. Kelly, Transfer Agent, Pacific Gas and
Electric Company, Shareholder Services, Mail Code B26B, P.O. Box
770000, San Francisco, California 94177-0001 (Telephone: 1-800-
367-7731).
No person is authorized to give any information or to make
any representations other than those contained or incorporated by
reference in this Prospectus and, if given or made, such
information or representations must not be relied upon as having
been authorized by the Company or the Selling Shareholders. This
Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy such securities in any jurisdiction to any
person to whom it is unlawful to make such offer of solicitation
in such jurisdiction. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the
affairs of the Company since the date hereof or that the
information contained or incorporated by reference herein is
correct as of any time subsequent to its date.
_____________________________
<PAGE>
USE OF PROCEEDS
The Stock which is the subject of this Prospectus may be
offered and sold from time to time by the Selling Shareholders,
and the Company will not receive any of the proceeds of such
sales.
SELLING SHAREHOLDERS
The Stock being offered by the Selling Shareholders was
acquired in connection with the merger, effective January 27,
1997, of PG&E Merger Corp., a Delaware corporation and a wholly-
owned subsidiary of PG&E Corp., with and into Teco Pipeline
Company ("Teco"), a Delaware corporation. Each of the Selling
Shareholders was a shareholder of Teco prior to such merger.
Under the Agreement and Plan of Merger and the Registration
Rights Agreement relating thereto the Selling Shareholders were
granted certain registration rights under the Securities Act with
respect to the shares of PG&E Corp. common stock received in the
merger.
The following table sets forth, for each Selling
Shareholder, the amount of PG&E Corp. common stock owned, the
number of shares of Stock offered hereby and the number of shares
of common stock of the Company to be held after completion of the
offering hereby. Except as set forth below, no Selling
Shareholder has held any position, office or other material
relationship with the Company or any of its predecessors or
affiliates within the past three years.
<TABLE>
<CAPTION>
Number of
Shares to be
Number of Held After
Shares Completion
Number of Offered of This
Name and Position Shares Owned Hereby Offering
<S> <C> <C> <C>
Steve R. Cruse
Treasurer and Chief
Financial Officer of
Teco and officer and/or
director of certain
Teco subsidiaries 73,036 73,036 0
John T. Davis
Vice-President of Teco and
certain Teco subsidiaries 131,465 131,465 0
John A. Kaler, II
Vice-President of Teco and
certain Teco subsidiaries 73,036 73,036 0
<PAGE>
J. Craig New
President, Chief Executive
Officer and director of
Teco and officer and
director of certain Teco
subsidiaries 160,679 160,679 0
W. Glenn Reyes
Officer of certain Teco
subsidiaries 73,036 73,036 0
Reese M. Rowling Grantor
Retained Annuity Trust 199B 482,036 482,036 0
Robert B. Rowling 14,608 14,608 0
Rowling Family Properties,
Ltd. 1,913,536 1,193,536 0
TRT Holdings, Inc. 11,685,711 11,685,711 0
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The Stock covered by this Prospectus may be offered for sale
from time to time by the Selling Shareholders to or through
underwriters or directly to other purchasers or through agents in
one or more transactions on any exchange on which the Stock is
traded, in the over-the-counter market, in one or more private
transactions or in a combination of such methods of sale, at
prices and on terms then prevailing, at prices related to such
prices or at negotiated prices. Such methods of distribution may
include, without limitation: (a) a block trade in which the
broker-dealer so engaged will attempt to sell the Stock as agent
but may position and resell a portion of the block as a principal
to facilitate the transaction; (b) purchases by a broker-dealer
as a principal and resale by such broker-dealer for its own
account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits
purchasers. This Prospectus may be amended and supplemented from
time to time to describe a specific plan of distribution.
In connection with distributions of the Stock or otherwise,
the Selling Shareholders may enter into hedging transactions with
broker-dealers or other financial institutions with respect to
the common stock of PG&E Corp. In connection with such
transactions, such broker-dealers or other financial institutions
may engage in short sales of common stock of PG&E Corp. in the
course of hedging the positions they assume with Selling
Shareholders. Such hedging transactions may require or permit
the Selling Shareholders to deliver Stock to such broker-dealers
or other financial institutions to settle such hedging
transactions. The Selling Shareholders may also sell common
stock of PG&E Corp. short and deliver shares of Stock to close
out such short positions. If so required by applicable law, this
Prospectus, as amended or supplemented, may be used to effect (i)
the short sales of common stock of PG&E Corp. referred to above,
(ii) the sale or other disposition by the broker-dealers or other
financial institutions of any Stock they receive pursuant to the
hedging transactions referred to above or (iii) the delivery by
the Selling Shareholders of Stock to close out short positions.
The Selling Shareholders may also pledge the Stock registered
hereunder to a broker-dealer or other financial institution and,
upon a default, such broker-dealer or other financial institution
may effect sales of the pledged Stock pursuant to this Prospectus
(as supplemented or amended to reflect such transaction). The
Selling Shareholders may also donate the Stock registered
hereunder to a third party and such donee may effect sales of the
Stock pursuant to this Prospectus (as supplemented or amended to
reflect such transaction). In addition, any Stock covered by
this Prospectus that qualifies for sale pursuant to Rule 144 may
be sold under Rule 144 under the Securities Act rather than
pursuant to this Prospectus.
<PAGE>
Underwriters, brokers, dealers or agents may receive
compensation in the form of commissions, discounts or concessions
from Selling Shareholders in amounts to be negotiated in
connection with sales pursuant hereto. Such underwriters,
brokers, dealers or agents and any other participating
underwriters, brokers, dealers or agents may be deemed to be
"underwriters" within the meaning of the Securities Act, in
connection with such sale and any such commission, discount or
concession may be deemed to be underwriting discounts or
commissions under the Securities Act. Any such underwriters,
brokers, dealers or agents may also engage in transactions with,
and perform services for, the Company.
EXPERTS
The financial statements included or incorporated by
reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996, incorporated by reference in this
Prospectus and the Registration Statement, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated
in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as
experts in giving said reports.
LEGAL OPINION
The validity of the Stock has been passed upon by Bruce R.
Worthington, Esq., General Counsel for the Company. Mr.
Worthington and his associates in the Pacific Gas and Electric
Company's Law Department who will participate in consideration of
legal matters relating to the Stock, together with members of
their respective families, own in the aggregate approximately
109,000 shares of the Company's common stock and have received
options to purchase approximately 2,170 shares of common stock.
