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                                                                   EXHIBIT 10.20

                               PG&E CORPORATION
                       EXECUTIVE STOCK OWNERSHIP PROGRAM

                           Administrative Guidelines
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                        (As amended September 19, 2000)

1.   Description. The Executive Stock Ownership Program ("Program") was approved
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     by the Nominating and Compensation Committee of the Board of Directors on
     October 15, 1997. The Program is an important element of the Committee's
     compensation policy of aligning executive interests with those of the
     Corporation's shareholders. As an integral part of the Program, the
     Committee also authorized the use of Special Incentive Stock Ownership
     Premiums ("SISOPs") which are designed to provide incentives to Eligible
     Executives to assist in achieving minimum stock ownership targets
     established by the Committee. These Guidelines were originally adopted by
     the Committee on November 19, 1997, amended by the Committee on July 22,
     1998, October 21, 1998, February 16, 2000, and September 19, 2000. These
     amended Guidelines, along with the written materials provided to the
     Committee on October 15, 1997, describe the Program which became effective
     on January 1, 1998. The Program is administered by the Corporation's Senior
     Human Resources Officer.

2.   Eligible Executives.  The Chief Executive Officer shall designate the
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     officers of the Corporation and its affiliates who shall be Eligible
     Executives covered by the Program. The officers covered by the Guidelines
     and the applicable total stock ownership target ("Target") are:


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       Officer Band                Position                    Total Stock
                                                             Ownership Target
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            1                        CEO                       3 x base salary
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            2               Heads of Business Lines,           2 x base salary
                            CFO, & General Counsel
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            3               SVPs of Corp. & Utility            1.5 x base salary
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3.   Annual Milestones.   Under the Guidelines, Targets are designed to be
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     achieved by the end of the fifth calendar year following the calendar year
     in which an officer first becomes an Eligible Executive ("Target Date").
     Annual Milestones have been established as a means of measuring progress
     towards achieving Targets and of providing incentives for Eligible
     Executives to expeditiously meet their Targets. The Annual Milestone at the
     end of the first full calendar year is 20 percent of the Target, and the
     Annual Milestone for each succeeding year is an additional 20 percent of
     the Target. Annual Milestones shall be adjusted to reflect changes in base
     salary; provided, however, that in each instance any such modification
     shall be amortized over the remaining original five-year term. Following
     the Target Date, Targets also shall be modified to reflect changes in base
     salary.
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4.   Calculation of Stock Ownership Levels. Stock ownership level is the dollar
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     value of stock and stock equivalents owned by an Eligible Executive and
     calculated as of the last day of the calendar year ("Measurement Date").
     The purpose of this calculation is to determine the value of the stock or
     stock equivalents owned by the Eligible Executive as compared with the
     Annual Milestone or Target for that executive. For purposes of this
     calculation, the value per share of stock or stock equivalent ("Measurement
     Value") is the average closing price of PG&E Corporation common stock as
     traded on the New York Stock Exchange for the last thirty (30) trading days
     of the year.

     a)   The value of stock beneficially owned by the Eligible Executive is
          determined by multiplying the number of shares owned beneficially on
          the Measurement Date times the Measurement Value.

     b)   The value of PG&E Corporation phantom stock units credited to the
          Eligible Executive's account in the PG&E Corporation Supplemental
          Retirement Savings Plan ("SRSP") is determined by multiplying the
          number of phantom stock units credited to the Eligible Executive's
          SRSP account on the Measurement Date times the Measurement Value.

     c)   The value of stock held in the PG&E Corporation stock fund of any
          defined contribution plan maintained by PG&E Corporation or any of its
          subsidiaries is determined by multiplying the number of shares in such
          plan on the Measurement Date times the Measurement Value.

     d)   For Eligible Executive's whose Target Date is on or before 12/31/2004,
          the value of the frozen share-equivalent units of the vested "in the
          money" stock options as of 12/31/2000. The value of the frozen share-
          equivalent units of the vested "in the money" stock options is the
          difference between the number of options on 12/31/2000 multiplied by
          the Measurement Value on 12/31/2000 minus the number of options on
          12/31/2000 multiplied by the option exercise price (for purposes of
          this calculation, any value attributable to dividend equivalents is
          excluded).

5.   Award of SISOPs. SISOPs are awarded to Eligible Executives who achieve and
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     maintain stock ownership levels prior to the end of the third year
     following the year in which an officer first became an Eligible Executive.
     For purposes of determining awards, the total stock ownership level is
     calculated as set forth under paragraph 4, on the Measurement Date. The
     amount of a SISOP award shall be equal to:

     a)   For the first year, 20 percent of the amount of the Eligible
          Executive's stock ownership level at the end of the year, up to the
          Annual Milestone, plus an additional 30 percent of the amount by which
          the stock ownership level exceeds the Annual Milestone up to the
          Target; and

     b)   For each of the second and third years, the current stock ownership
          level is reduced by the stock ownership level used to calculate
          previous SISOP awards to determine the new ownership then 20 percent
          of the amount up to the Annual Milestone by which the end of the year
          stock ownership level exceeds the beginning of the year stock
          ownership level, plus an additional 30 percent of the amount by which
          the end of the year balance exceeds the Annual Milestone, up to the
          Target.

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     Each time a SISOP award calculation is made, a second calculation also is
     made to determine the minimum number of shares which must be retained by
     the Eligible Executive to avoid forfeiture of the SISOP award ("Minimum
     Ownership Level") as discussed below in paragraph 8. This calculation
     converts the dollar value of the stock ownership level used as the basis
     for qualifying for SISOPs into a number of shares of stock. It is
     calculated by dividing the stock ownership level by the Measurement Value.
     Thus, for example, if an Eligible Executive's stock ownership level was
     $250,000 and the Measurement Value was $25 per share, then the Minimum
     Ownership Level would be 10,000 shares.

     For purposes of this calculation, the maximum share ownership level used is
     the Eligible Executive's Target.  If an Eligible Executive has a share
     ownership level higher than his/her Target, the increment over the Target
     is not included.  Thus, for example, if an Eligible Executive has a Target
     of $750,000 and his/her share ownership level is $900,000, then only
     $750,000 is used to calculate the Minimum Ownership Level.

6.   SISOPs Credited to the SRSP. Upon award, SISOPs are credited to the
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     Eligible Executive's SRSP account and converted into units of phantom stock
     each equal in value to a share of PG&E Corporation common stock ("SISOP
     units") as determined in accordance with the SRSP. The SISOP units
     constitute "incentive awards" authorized to be awarded by the Committee to
     Eligible Executives under the PG&E Corporation Long-Term Incentive Program
     ("LTIP"). Upon credit of SISOP units to an Eligible Executive's SRSP
     account, an equal number of shares of PG&E Corporation common stock shall
     be reserved for issuance from the pool of shares authorized for issuance
     under the LTIP. Once a SISOP unit is credited to the Eligible Executive's
     SRSP account, it shall be subject to all of the terms and conditions
     specifically applicable to SISOP units under the SRSP. Once vested in
     accordance with paragraph 7 below, SISOP units are distributed in the form
     of an equal number of shares of PG&E Corporation common stock as provided
     in the SRSP.

7.   Vesting. SISOPs vest only upon the expiration of three years after the date
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     of award (provided the Eligible Executive continues to be employed on such
     date), or, if earlier, upon an Eligible Executive's death, disability,
     Retirement, upon a Change in Control, as defined in the LTIP, or upon a
     termination of employment coincident with the sale of all or substantially
     all of the assets of a subsidiary of PG&E Corporation. An Eligible
     Executive's unvested SISOPs will be forfeited upon termination of
     employment unless otherwise provided in the PG&E Corporation Officer
     Severance Policy or by another separation agreement

8.   Forfeiture of SISOP Units. So long as SISOP units remain unvested, such
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     units are subject to forfeiture if, on each Measurement Date, the Eligible
     Executive's stock ownership is less than the Minimum Ownership Level
     established when the SISOPs were granted (see paragraph 5). To determine
     forfeiture, the following steps are followed on each Measurement Date:

     a)   The total stock and stock equivalents owned by an Eligible Executive
          is determined as set forth under paragraph 4. This total ("Current
          Holdings") is compared with the Minimum Ownership Level determined
          when the SISOPs were granted. If the Current Holdings are equal to or
          greater than the Minimum Ownership Level, then no unvested SISOP units
          are forfeited. If the Current Holdings are less than the Minimum
          Ownership Level, then the unvested SISOP units are forfeited in the
          same proportion as the Current Holdings are less than Minimum
          Ownership Level (for

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          example, if the Current Holdings are 20 percent less than the Minimum
          Ownership Level, then 20 percent of the SISOP units are forfeited).

9.   Failure to Achieve or Maintain Target. Failure to achieve stock ownership
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     levels at Target on the Target Date, or to maintain stock ownership levels
     at Target on any Measurement Date thereafter, will result in the deferral
     into the PG&E Corporation Phantom Stock Fund of the SRSP of annual awards
     from the Performance Unit Plan ("PUP") and the Short-Term Incentive Plan
     ("STIP"). As of any Measurement Date, to the extent that stock ownership
     levels are below Target, PUP awards shall be converted into PG&E
     Corporation Phantom Stock Units and held in the PG&E Corporation Phantom
     Stock Fund of the SRSP. If, with the addition of the phantom stock units
     attributable to the PUP award, the stock ownership level is still below
     Target for any Measurement Date, any STIP award above target STIP also
     shall be converted into phantom stock units, to the extent necessary to
     achieve the Target stock ownership level. Such conversion of PUP and STIP
     awards shall continue for successive Measurement Dates, if necessary, until
     Target is met. Phantom stock units attributable to PUP and STIP awards
     described in this paragraph 9 will be paid from the SRSP in a lump sum in
     January of the year following the year in which the Eligible Executive's
     employment terminates, or upon such earlier date as may have been elected
     by the Eligible Executive within thirty days after the date of mandatory
     deferral of PUP and/or STIP awards which date shall not be earlier than
     three (3) years after the date of mandatory deferral.

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