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                                                                   EXHIBIT 3.1
                        RESTATED ARTICLES OF INCORPORATION OF

                          PACIFIC GAS TRANSMISSION COMPANY

                                 Dated March 6, 1997

JACK F. JENKINS-STARK and FRANK R. LINDH certify that:

1.   They are the Chairman of the Board and the Secretary, respectively, of
       Pacific Gas Transmission Company, a California Corporation.

2.   The Articles of Incorporation of the corporation are amended and restated
       to read as follows:

  First:  That the name of this corporation is PACIFIC GAS TRANSMISSION COMPANY.

  Second:  The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated by the 
California Corporations Code.

  Third:  The corporation elects to be governed by all of the provisions of the
General Corporation Law (as added to the California Corporations Code effective
January 1, 1977, and as subsequently amended) not otherwise applicable to this
corporation under Chapter 23 of said General Corporation Law.

  Fourth:  The corporation is authorized to issue two classes of shares 
designated respectively "Common Stock" and "Preferred Stock."  The total 
numbers of shares of Common Stock is 1,000, and the total number of shares of 
Preferred Stock which the corporation is authorized to issue 5,000,000.  The 
Preferred Stock may be issued from time to time in one or more series.  The 
Board of Directors is authorized to fix the number of shares of any series of 
Preferred Stock and to determine the designation of any such series.  The 
Board of Directors is also authorized, except as to matters fixed as to 
Preferred Stock in this Article Fourth, to determine or alter the rights,
preferences, privileges, and restrictions granted to or imposed upon any wholly
unissued series of Preferred Stock and, within the limits and restrictions 
stated in any resolution or resolutions of the Board of Directors originally 
fixing the number of shares constituting any series, to increase or decrease 
(but not below the number of shares of such series then outstanding) the number
of shares of any such series subsequent to the issue of shares of that series.  
Except as otherwise provided by law, the holders of Common Stock shall have and 
possess the exclusive right to notice of shareholders' meetings and the 
exclusive voting rights and powers, and the holders of Preferred Stock shall not
be entitled to notice of any shareholders' meetings or to vote on the election 
of directors or on any other matter.

  Fifth:  The shares of stock may be offered for sale for money or in exchange 
for property, from time to time upon such terms and conditions as the Board of 
Directors may prescribe.

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  Sixth:  The number of directors of this corporation shall be not less than 
five (5) nor more than seven (7) as prescribed in the Bylaws.

  Seventh:  The liability of the directors of the corporation for monetary 
damages shall be eliminated to the fullest extent permissible under California 
law.

  Eighth:  The corporation is authorized to provide indemnification of agents 
(as defined  in  Section  317  of  the  California  Corporations  Code)  
through Bylaws, resolutions, agreements with agents, vote of shareholders or 
disinterested directors, or otherwise, in excess of the indemnification 
otherwise permitted by Section 317 of the California Corporations Code, subject 
only to the applicable limits set forth in Section 204 of the California 
Corporations Code.

 3.   The  foregoing  amendment  and  the  restatement  of  the  Articles  of
Incorporation of the corporation have been duly approved by the Board of 
Directors. 

4.   The foregoing amendment and restatement of Articles of Incorporation has
been duly approved by the required vote of the shareholders in accordance with
Section 902 of the California Corporation Code.  The corporation has only one 
class of shares outstanding.  The total number of outstanding shares of the 
corporation entitled to vote on the amendment is 1,000.  The number of shares 
voting in favor of the amendment exceeded the vote required.  The percentage 
vote required was more than 50%.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct 
of our own knowledge.

     Dated March 6, 1997.


                              /s/ JACK F. JENKINS-STARK
                              -------------------------
                              Jack F. Jenkins-Stark
                              Chairman of the Board

                              /s/ FRANK R. LINDH
                              -------------------------
                              Frank R. Lindh
                              Secretary