PACIFIC GAS & ELECTRIC CO
SC 13G, 1996-08-12
ELECTRIC & OTHER SERVICES COMBINED
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                         Lehman Brothers Holdings Inc.
                      3 World Financial Center, 24th Floor
                               New York, NY 10285


                                             OFFICE OF THE GENERAL COUNSEL


                                                          August 9, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

       Attn:  Document Control--EDGAR

       Re:  SCHEDULE 13G


Dear Commissioner:

         On behalf of Lehman Brothers  Holdings Inc. (the  "Reporting  Person"),
submitted  in  electronic  form for filing,  is a Schedule  13G  relating to the
Reporting  Person's  ownership  of 6.57%  Redeemable  First  Preferred  Stock of
Pacific Gas and Electric Company.

         Lehman  Brothers  Holdings  Inc. is wiring the  $100.00  fee to the 
SEC's  account at Mellon Bank for this filing today.

         If you have any questions  regarding  this filing,  please  contact the
undersigned at (212) 526-1911.


                                                      Very truly yours,

                                                      /s/ Karen C. Manson
                                                      -----------------
                                                      Karen C. Manson
                                                      Vice President
                                                      Secretary
Enclosure

cc:   Pacific Gas and Electric Company
      National Association of Securities Dealers, Inc.




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