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                                                                  EXHIBIT 3.2
                                          BYLAWS

                                            OF

                              Pacific Gas Transmission Company

                                As amended January 24, 1997



                                        ARTICLE 1.

                                       SHAREHOLDERS


            1.   Place of Meeting.  All meetings of the shareholders shall be
            held at the office of the Corporation in the City and County of San
            Francisco, State of California, or at such other place within the 
            State of California as may be designated by the Board of Directors.

            2.   Annual Meetings.  The annual meeting of shareholders shall
            be held each year at 11:00 a.m. on the first Thursday after the 
            first Monday in April, if not a legal holiday, or if a legal 
            holiday, then on the next business day following.  Any proper 
            business pertaining to the affairs of the Corporation may be 
            transacted at the annual meeting.

            Written notice of the annual meeting shall be given not less
            than ten or more than sixty days prior to the date of the meeting
            to each shareholder entitled to vote thereat.  The notice shall
            state the place, day and hour of such meeting, and those matters
            which the Board, at the time of mailing, intends to present for
            action by the shareholders.

            Notice of any meeting of the shareholders shall be given
            either personally or by mail or telegraphic or other written
            communication, postage prepaid, to each holder of record of the
            stock entitled to vote thereat, at his address, as it appears on
            the books of the Corporation.

            3.   Special Meetings.  Special meetings of the shareholders
            shall be called by the Secretary or an Assistant Secretary at any
            time on order of the Board of Directors, the Chairman of the
            Board, the Chairman of the Executive Committee, or the President.
            Special meetings of the shareholders shall also be called by the
            Secretary or an Assistant Secretary upon the written request of
            holders of shares entitled to cast not less than ten percent of
            the votes at the meeting.  Such request shall state the purposes
            of the meeting, and shall be delivered to the Chairman of the
            Board, the Chairman of the Executive Committee, the President, or
            the Secretary.

            A special meeting so requested shall be held on the date requested, 
            but not less than thirty-five nor more than sixty days after the 
            date of receipt of the original request.  Written notice of each
            special meeting of shareholders, stating the place, day and hour
            of such meeting and the business proposed to be transacted
            thereat, shall be given in the manner stipulated in Article I,
            Section 2, Paragraph 3 of these Bylaws within twenty days after
            receipt of the written request.

            4.   Attendance at meetings.  At any meeting of the shareholders, 
            each holder of record of stock entitled to vote thereat may attend 
            in person or may designate an agent or a reasonable number of 
            agents, not to exceed three, to attend the meeting and cast votes 
            for his shares.  The authority of agents must be evidenced by a 
            written proxy signed by the shareholder designating the
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            agents authorized to attend the meeting and be delivered to the
            Secretary of the Corporation prior to the commencement of the 
            meeting.

                                            ARTICLE II.

                                            DIRECTORS

            1.   Number.  The Board of Directors shall consist of five
            (5) directors.

            2.   Powers.  The Board of Directors shall exercise all the
            powers of the Corporation except those which are by law, or by the 
            Articles of Incorporation of this Corporation, or by the Bylaws 
            conferred upon or reserved to the shareholders.

            3.   Executive Committee.  The Board of Directors, by a two-
            thirds vote of the whole Board, shall elect from their number an 
            Executive Committee.  Such Executive Committee shall consist of the 
            Chairman of the Committee, if that office be filled, the Chairman of
            the Board, the President, and two other Directors.  The members of 
            the Executive Committee shall hold office at the pleasure of the 
            Board of Directors, and may be removed at any time by an affirmative
            vote of two-thirds of the whole Board.


            The Executive Committee, subject to the provisions of law,
            may exercise any of the powers and perform any of the duties of
            the Board of Directors; but the Board may by an affirmative vote
            of a majority of its members withdraw or limit any of the powers
            of the Executive Committee.

            The Executive Committee, by a vote of a majority of its members,
            shall fix its own time and place of meeting and shall prescribe its
            own rules of procedure.  A quorum of the Committee for the 
            transaction of business shall consist of two members.

            4.   Time and Place of Directors' Meetings.  Regular meetings
            of the Board of Directors shall be held on such days and at such 
            times and at such locations as shall be fixed by resolution of the
            Board, or designated by the Chairman of the Board or, in his 
            absence, the President of the Corporation and contained in the 
            notice of any such meeting.  Notice of meetings shall be delivered
            personally or sent by mail or telegram at least seven days in 
            advance.  A meeting of the Board of Directors shall also be held 
            immediately after each annual meeting of the shareholders.

            5.   Special Meetings.  The Chairman of the Board, the Chairman 
            of the Executive Committee, the President, or any four Directors may
            call a special meeting of the Board of Directors at any time.  
            Notice of the time and place of special meetings shall be given to 
            each Director by the Secretary.  Such notice shall be delivered
            personally or by telephone to each Director at least four hours in
            advance of such meeting, or sent by first-class mail or telegram,
            postage prepaid, at least two days in advance of such meeting.

            6.   Quorum.  A quorum for the transaction of business at any
            meeting of
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            the Board of Directors shall consist of three members.

            7.   Action by Consent.  Any action required or permitted to
            be taken by the Board of Directors may be taken without a meeting if
            all Directors individually or collectively consent in writing to 
            such action.  Such written consent or consents shall be filed with 
            the minutes of the proceedings of the Board of Directors.

            8.   Method of Meeting.  Any meeting, regular or special, of
            the Board of Directors or any committee of the Board, including the
            Executive Committee, may be held by conference telephone or similar
            communication equipment as long as all Directors participating in
            the meeting can hear one another.  Directors participating in any
            meeting in this fashion shall be deemed to be present in person at
            such meeting.

                                          ARTICLE III.

                                            OFFICERS

            1.   Officers.  The officers of the Corporation shall be a
            Chairman of the Board, a Chairman of the Executive Committee 
            (whenever the Board of Directors in its discretion fills these 
            offices), a President, one or more Vice Presidents, a
            Secretary and one or more Assistant Secretaries, a Treasurer and
            one or more Assistant Treasurers, a General Counsel, and a
            Controller, all of whom shall be elected by the Board of
            Directors.  The Chairman of the Board, the Chairman of the
            Executive Committee, and the President shall be members of the
            Board of Directors.  Any two or more offices, except those of
            President and Secretary, may be held by the same person.

            2.   Chairman of the Board.  The Chairman of the Board, if
            that office be filled, shall preside at all meetings of the
            shareholders, of the Directors, and of the Executive Committee in
            the absence of the Chairman of that Committee.  He shall be the
            chief executive officer of the Corporation if so designated by the
            Board of Directors.  He shall have such duties and
            responsibilities as may be prescribed by the Board of Directors or
            the Bylaws. The Chairman of the Board shall have authority to sign
            on behalf of the Corporation agreements and instruments of every
            character, and in the absence or disability of the President,
            shall exercise his duties and responsibilities.

            3.    Chairman of the Executive Committee.  The Chairman of the
            Executive Committee, if that office be filled, shall preside at all
            meetings of the Executive Committee, and in the absence of the 
            Chairman of the Board, shall preside at all meetings of the Board of
            Directors and of the shareholders.

            The Chairman of the Executive Committee, in the absence or
            disability of the Chairman of the Board and the President, shall
            exercise their duties and responsibilities.  He shall aid and
            assist the other officers in the performance of their duties and
            shall have such other duties as may be prescribed by the Board of
            Directors or the Bylaws.


            4.    President.  The President shall have such duties and 
            responsibilities as may be prescribed by the Board of Directors,
            the Chairman of the Board or the Bylaws.  He shall be the chief
            executive officer of the
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            Corporation if so designated by the Board of Directors.  If there
            be no Chairman of the Board and no Chairman of the Executive
            Committee available and able to act, the President shall also
            exercise the duties and responsibilities of both those offices.
            The President shall have authority to sign on behalf of the
            Corporation agreements and instruments of every character.

            5.    Vice Presidents.  Each Vice President shall have such duties
            and responsibilities as may be prescribed by the Board of Directors,
            the Chairman of the Board, the President or the Bylaws.  Each Vice
            President's authority to sign agreements and instruments on behalf
            of the Corporation shall be as prescribed by the Board of
            Directors.  The Board of Directors, the Chairman of the Board or
            the President may confer a special title upon any Vice President.

            6.    Secretary.  The Secretary shall attend all meetings of the
            Board of Directors and the Executive Committee, and all meetings of
            the shareholders, and he shall record the minutes of all proceedings
            in books to be kept for that purpose.  He shall be responsible for
            maintaining a proper share register and stock transfer books for
            all classes of shares issued by the Corporation. He shall give, or
            cause to be given, all notices required either by law or the
            Bylaws.  He shall keep the seal of the Corporation in safe
            custody, and shall affix the seal of the Corporation to any
            instrument requiring it and shall attest the same by his
            signature.

            The Secretary shall have such other duties as may be prescribed
            by the Board of Directors, the Chairman of the Board, the President,
            or the Bylaws.

            The Assistant Secretaries shall perform such duties as may be
            assigned from time to time by the Board of Directors, the Chairman 
            of the Board, the President, or the Secretary.  In the absence or
            disability of the Secretary, his duties shall be performed by an
            Assistant Secretary.

            7.   Treasurer.  The Treasurer shall have custody of all
            moneys and funds of the Corporation, and shall cause to be kept 
            full and accurate records of receipts and disbursements of the 
            Corporation.  He shall deposit all moneys and other valuables of the
            Corporation in the name and to the credit of the Corporation in such
            depositories as may be designated by the Board of Directors. He 
            shall disburse such funds of the Corporation as have been duly 
            approved for disbursement.

            The Treasurer shall perform such other duties as may from time to
            time be prescribed by the Board of Directors, the Chairman of the
            Board, the President, or the Bylaws.

            The Assistant Treasurers shall perform such duties as may be
            assigned from time to time by the Board of Directors, the Chairman 
            of the Board, the President, or the Treasurer.  In the absence or
            disability of the Treasurer, his duties shall be performed by an
            Assistant Treasurer.

            8.   General Counsel.  The General Counsel shall be
            responsible for handling on behalf of the Corporation all
            proceedings and matters of a legal nature.  He shall render
            advice and legal counsel to the Board of Directors, officers and
            employees of the Corporation, as necessary to the proper conduct
            of the business.  He shall keep the management of the Corporation
            informed of all significant developments of a legal nature
            affecting the interests of the Corporation.

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            The General Counsel shall have such other duties as may from time
            to time be prescribed by the Board of Directors, the Chairman of the
            Board, the President, or the Bylaws.


            9.  Controller.  The Controller shall be responsible for maintaining
            the accounting records of the Corporation and for preparing 
            necessary financial reports and statements, and he shall properly 
            account for all moneys and obligations due the Corporation and all
            properties, assets, and liabilities of the Corporation.  He shall 
            render to the Chairman of the Board, The Chairman of the Executive 
            Committee, and the President such periodic reports covering the 
            results of operations of the Corporation as may be required by them
            or any one of them.

            The Controller shall have such other duties as may from time to 
            time be prescribed by the Board of Directors, the Chairman of the 
            Board, the President, or the Bylaws.

                                           ARTICLE IV.

                                    GENERAL CORPORATE MATTERS


        1.   Record Date.  The Board of Directors may fix a time in the future <PAGE>
        as a record date for the determination of the shareholders entitled to
        notice of and to vote at any meeting of shareholders, or entitled to
        receive any dividend or distribution, or allotment of rights, or to
        exercise rights in respect to any change, conversions or exchange of
        shares.  The record date so fixed shall be not more than sixty nor less
        than ten days prior to the date of such meeting nor more than sixty days
        prior to any other action for the purposes for which it is fixed.  When
        a record date is so fixed, only shareholders of record on that date are
        entitled to notice of and to vote at the meeting, or entitled to receive
        any dividend or distribution, or allotment of rights, or to exercise the
        rights, as the case may be.


        2.    Transfer of Stock.  Upon surrender to the Secretary or Transfer
        Agent of the Corporation of a certificate for shares duly endorsed or
        accompanied by proper evidence of succession, assignment, or authority
        to transfer, and payment of transfer taxes, the Corporation shall issue
        a new certificate to the person entitled thereto, cancel the old
        certificate, and record the transaction upon its books.  Subject to the
        foregoing the Board of Directors shall have power and authority to make
        such rules and regulations as it shall deem necessary or appropriate 
        concerning the issue, transfer and registration of certificates for 
        shares of stock of the Corporation, and to appoint and remove Transfer 
        Agents and Registrars of transfers.

        3.    Lost Certificates.  Any person claiming a certificate of stock to
        be lost, stolen, mislaid or destroyed shall make an affidavit or
        affirmation of that fact and verify the same in such manner as the Board
        of Directors may require, and shall, if the Board of Directors so 
        requires, give the Corporation, its Transfer Agents, Registrars and/or 
        other agents a bond of indemnity in form approved by counsel, and in 
        amount and with such sureties as may be satisfactory to the Secretary of
        the Corporation, before a new certificate may be issued of the same 
        tenor and for the same number of shares as the one alleged to have been
        lost, stolen, mislaid or destroyed.

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        4.   Annual Report to Shareholders.  For so long as this Corporation has
        fewer than 100 shareholders, the annual report to shareholders referred
        to in Section 1501 of the California General Corporation Law is 
        expressly dispensed with, but nothing herein shall be interpreted as 
        prohibiting the Board of Directors from issuing annual or other periodic
        reports to the shareholders of the corporation as they consider proper.

        5.    Corporate Contracts and Instruments.  The Board of Directors,
        except as otherwise provided in these Bylaws, may authorize any officer
        or officers, agent or agents, to enter into any contract or execute any
        instrument in the name of and on behalf of the Corporation, and this
        authority may be general or confined to specific instances; and,
        unless so authorized or ratified by the Board of Directors or within
        the agency power of an officer, and except as provided in these
        Bylaws, no officer, agent, or employee shall have any power
        or authority to bind the corporation by any contract or engagement
        or to pledge its credit or to render it liable for any purpose or
        for any amount.

        6.    Construction and Definitions.  Unless the contract requires
        otherwise, the general provisions, rules of construction, and 
        definitions in the California General Corporation Law shall govern the
        construction of these Bylaws.

        7.   Shares of Other Corporations: How Voted.  Shares of other
        corporations standing in the name of this Corporation shall be voted by
        one of the following persons, listed in order of preference: (1) the
        Chairman of the Board, or person designated by the Chairman of the
        Board; (2) the President, or person designated by the President;
        (3) the Secretary, or person designated by the Secretary; (4) any
        other person designated by the Board of Directors. The authority
        to vote share granted by this section includes the authority to
        execute a proxy in the name of this Corporation for purposes of
        voting the shares.

                                           ARTICLE V.

                                           AMENDMENTS


        1.   Amendment by Shareholders.  Except as otherwise provided by
        law, these Bylaws, or any of them, may be amended or repealed or new 
        Bylaws adopted by the affirmative vote of a majority of the outstanding
        shares entitled to vote at any regular or special meeting of the
        shareholders, provided, however, that the range for the authorized
        number of directors may be changed only by an amendment of the
        Articles of Incorporation.

        2.    Amendment by Directors.  To the extent provided by law,
        these Bylaws, or any of them, may be amended or repealed or new Bylaws 
        adopted by resolution adopted by a majority of the members of the Board
        of Directors, provided, however, that the Board of Directors may
        adopt a Bylaw or amendment of a Bylaw changing the authorized
        number of directors only for the purpose of fixing the exact
        number of directors within the limits specified in the Articles of
        Incorporation.