Sec Form 4 Filing - STANLEY G BRENT @ PG&E CORP - 2003-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person STANLEY G BRENT 2. Issuer Name and Ticker or Trading Symbol PG&E CORP [ PCG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP - Human Resources (Last) (First) (Middle) PG&E CORPORATION, ONE MARKET, SPEAR TOWER, SUITE 2400 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2003 (Street) SAN FRANCISCO, CA94105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/31/2003 M 128,205 A $ 0 156,692 D Common Stock 12/31/2003 D 128,205 D $ 27.77 28,487 D Common Stock 01/02/2004 A 6,840( 1 ) A $ 0 35,327 D Common Stock 01/02/2004 S( 2 ) 612 D $ 27.52 34,715 D Common Stock 01/02/2004 S( 2 ) 5,445 D $ 27.53 29,270( 3 ) D Common Stock 911.06( 4 ) I Held by Trustee of Dividend Reinvestment Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Phantom Stock ( 5 ) 12/31/2003 M 128,205 12/31/2003 12/31/2003 Common Stock 128,205 $ 0 0 D Stock Option (Right to Buy) $ 27.23 01/02/2004 A 33,600 ( 6 ) 01/-03/2014 Common Stock 33,600 $ 0 33,600 D Phantom Stock ( 5 ) 01/02/2004 I( 2 ) 31,644.64( 7 ) ( 8 ) ( 8 ) Common Stock 31,644.64 $ 27.23 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STANLEY G BRENT PG&E CORPORATION ONE MARKET, SPEAR TOWER, SUITE 2400 SAN FRANCISCO, CA94105 SVP - Human Resources Signatures Eric Montizambert, Attorney-in-Fact for G. Brent Stanley (signed Power of Attorney on file with SEC) 01/05/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted shares granted under the PG&E Corporation Long-Term Incentive Program. ( 2 )Transaction pursuant to reporting person's Rule 10b5-1 instruction. ( 3 )Includes 4,262 Special Incentive Stock Ownership Premiums (SISOPs) (phantom stock) awarded pursuant to the PG&E Corporation Executive Stock Ownership Program. SISOPs vest three years after the date of grant subject to accelerated vesting upon certain events. Unvested SISOPs are subject to forfeiture if certain stock ownership targets are not met. Vested SISOPs are automatically payable in an equal number of shares following termination of employment. ( 4 )Represents the approximate number of shares of PG&E Corporation common stock held for the reporting person in the PG&E Corporation Retirement Savings Plan (RSP). That fund holds units consisting of PG&E Corporation common stock and a small short-term investments component. The number of shares is computed by dividing the value of the units by the daily closing price. Dividends are automatically invested in additional units at the election of the participant. Holdings have been trued up to conform to RSP balance at January 2, 2004. ( 5 )1 for 1 ( 6 )25% of the options may be exercised on the first anniversary date of the grant, 50% on or after the second anniversary, 75% on or after the third anniversary, and 100% on or after the fourth anniversary of the date of grant. ( 7 )Intraplan transfer of shares of phantom stock out of the PG&E Corporation Phantom Stock Fund of the PG&E Corporation Supplemental Retirement Savings Plan (SRSP). ( 8 )Shares of phantom stock are payable in cash following termination of the reporting person's employment and are subject to earlier distribution or transfer in accordance with the PG&E Corporation Deferred Compensation Plan for Officers.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.