Exhibit
3.5 
 Bylaws
 of
 Pacific
Gas and Electric Company
 amended
as of February 17, 2010
   Article
I.
 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 or without 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 on a date and at a time designated by the Board of
Directors.
  Written notice of the annual meeting
shall be given not less than ten (or, if sent by third-class mail, thirty) nor
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 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.
  At an annual meeting of
shareholders, only such business shall be conducted as shall have been properly
brought before the annual meeting.  To be properly brought before an
annual meeting, business must be (i) specified in the notice of the annual
meeting (or any supplement thereto) given by or at the direction of the Board,
or (ii) otherwise properly brought before the annual meeting by a
shareholder.  For business to be properly brought before an annual
meeting by a shareholder, including the nomination of any person (other than a
person nominated by or at the direction of the Board) for election to the Board,
the shareholder must have given timely and proper written notice to the
Corporate Secretary of the Corporation.  To be timely, the
shareholder’s written notice must be received at the principal executive office
of the Corporation not less than forty-five days before the date corresponding
to the mailing date of the notice and proxy materials for the prior year’s
annual meeting of shareholders; provided, however, that if the annual meeting to
which the shareholder’s written notice relates is to be held on a date that
differs by more than thirty days from the date of the last annual meeting of
shareholders, the shareholder’s written notice to be timely must be so received
not later than the close of business on the tenth day
  
  following the date
on which public disclosure of the date of the annual meeting is made or given to
shareholders.  Any shareholder’s written notice that is delivered
after the close of business (5:00 p.m. local time) will be considered received
on the following business day.  To be proper, the shareholder’s
written notice must set forth as to each matter the shareholder proposes to
bring before the annual meeting (a) a brief description of the business desired
to be brought before the annual meeting, (b) the name and address of the
shareholder as they appear on the Corporation’s books, (c) the class and
number of shares of the Corporation that are beneficially owned by the
shareholder, and (d) any material interest of the shareholder in such
business.  In addition, if the shareholder’s written notice relates to
the nomination at the annual meeting of any person for election to the Board,
such notice to be proper must also set forth (a) the name, age, business
address, and residence address of each person to be so nominated, (b) the
principal occupation or employment of each such person, (c) the number of shares
of capital stock of the Corporation beneficially owned by each such person, and
(d) such other information concerning each such person as would be required
under the rules of the Securities and Exchange Commission in a proxy statement
soliciting proxies for the election of such person as a Director, and must be
accompanied by a consent, signed by each such person, to serve as a Director of
the Corporation if elected.  Notwithstanding anything in the Bylaws to
the contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in thisSection.
  3.       Special
Meetings.Special meetings of the shareholders shall be called
by the Corporate Secretary or an Assistant Corporate Secretary at any time on
order of the Board of Directors, the Chairman of the Board, the Vice Chairman of
the Board, the Chairman of the Executive Committee, the Chief Executive Officer,
or the President.  Special meetings of the shareholders shall also be
called by the Corporate Secretary or an Assistant Corporate 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 Vice
Chairman of the Board, the Chairman of the Executive Committee, the Chief
Executive Officer, the President or the Corporate 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 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.       Voting
at Meetings.At any meeting of the shareholders, each holder
of record of stock shall be entitled to vote in person or by
proxy.  The authority of proxies must be evidenced by a written
document signed by the shareholder and must be delivered to the Corporate
Secretary of the Corporation prior to the commencement of the
meeting.
  2
  5.       No
Cumulative Voting.No shareholder of the Corporation shall be
entitled to cumulate his or her voting power.
   Article
II.
 DIRECTORS.
   1.       Number.The
Board of Directors of this Corporation shall consist of such number of
directors, not less than nine (9) nor more than seventeen (17).  The
exact number of directors shall be twelve (12) until changed, within the limits
specified above, by an amendment to this Bylaw duly adopted by the Board of
Directors or the shareholders.
  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.      
Committees.  The
Board of Directors may, by resolution adopted by a majority of the authorized
number of directors, designate and appoint one or more committees as the Board
deems appropriate, each consisting of two or more directors, to serve at the
pleasure of the Board; provided, however, that, as required by this
Corporation’s Articles of Incorporation, the members of the Executive Committee
(should the Board of Directors designate an Executive Committee) must be
appointed by the affirmative vote of two-thirds of the authorized number of
directors.  Any such committee, including the Executive Committee,
shall have the authority to act in the manner and to the extent provided in the
resolution of the Board of Directors designating such committee and may have all
the authority of the Board of Directors, except with respect to the matters set
forth in California Corporations Code Section 311.
  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 Vice Chairman of the Board, the
Chief Executive Officer, or 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.
  5.       Special
Meetings.The Chairman of the Board, the Vice Chairman of the
Board, the Chairman of the Executive Committee, the Chief Executive Officer, the
President, or any five 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 Corporate
Secretary.  Such notice shall be delivered personally or by telephone
(or other system or technology designed to record and communicate messages,
including facsimile, electronic mail, or other such means) 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.
  3
   6.       
Quorum.  A
quorum for the transaction of business at any meeting of the Board of Directors
or any committee thereof shall consist of one-third of the authorized number of
directors or committee members, or two, whichever is larger.
  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.       Meetings
by Conference Telephone.  Any meeting, regular or special, of
the Board of Directors or of any committee of the Board of Directors, may be
held by conference telephone or similar communication equipment, provided that
all Directors participating in the meeting can hear one
another.
  9.       Majority
Voting.  In any uncontested election, nominees receiving the
affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute at least a majority of the required quorum) shall be
elected.  In any election that is not an uncontested election, the
nominees receiving the highest number of affirmative votes of the shares
entitled to be voted for them, up to the number of directors to be elected by
those shares, shall be elected; votes against a director and votes withheld
shall have no legal effect.
  For purposes of these Bylaws,
“uncontested election” means an election of directors of the Corporation in
which, at the expiration of the times fixed under Article I, Section 2 of these
Bylaws requiring advance notification of director nominees, or for special
meetings, at the time notice is given of the meeting at which the election is to
occur, the number of nominees for election does not exceed the number of
directors to be elected by the shareholders at that
election.
  If an incumbent director fails, in
an uncontested election, to receive the vote required to be elected in
accordance with this Article II, Section 9, then, unless the incumbent director
has earlier resigned, the term of such incumbent director shall end on the date
that is the earlier of (a) ninety (90) days after the date on which the voting
results are determined pursuant to Section 707 of the California Corporations
Code, or (b) the date on which the Board of Directors selects a person to fill
the office held by that director in accordance with the procedures set forth in
these Bylaws and Section 305 of the California Corporations
Code.
  10.     Certain
Powers Reserved to the Shareholders.  So long as PG&E
Corporation shall hold the majority of the outstanding shares of the
Corporation, PG&E Corporation may require the written consent of the
PG&E Corporation Chairman of the Board or the PG&E Corporation Chief
Executive Officer to enter into and execute any transaction or type of
transaction identified by the Board of Directors of PG&E Corporation as a
“Designated Transaction.”  For purposes of this Section 10,
a
  4
  Designated
Transaction shall be any transaction or type of transaction identified in a duly
adopted resolution of the Board of Directors of PG&E Corporation as
requiring the written consent of the PG&E Corporation Chairman of the Board
or the PG&E Corporation Chief Executive Officer pursuant to this Section
10.  Notwithstanding the foregoing, nothing in this Section 10 shall
limit the power of the Corporation to enter into or execute any transaction or
type of transaction prior to the receipt by the Corporate Secretary of the
Corporation of the resolution designating such transaction or type of
transaction as a Designated Transaction pursuant to this Section
10.
   Article
III.
 OFFICERS.
  1.        Officers.  The
officers of the Corporation shall be elected by the Board of Directors and
include a President, a Corporate Secretary, a Treasurer or other such officers
as required by law.  The Board of Directors also may elect one or more
Vice Presidents, Assistant Secretaries, Assistant Treasurers, and such other
officers as may be appropriate, including the offices described
below.  Any number of offices may be held by the same
person.
  2.       Chairman
of the Board.  The Chairman of the Board shall be a member of
the Board of Directors and preside at all meetings of the shareholders, of the
Directors, and of the Executive Committee in the absence of the Chairman of that
Committee.  The Chairman of the Board 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 Chief Executive Officer, shall exercise the
Chief Executive Officer’s duties and responsibilities.
  3.       Vice
Chairman of the Board.  The Vice Chairman of the Board shall be
a member of the Board of Directors and have such duties and responsibilities as
may be prescribed by the Board of Directors, the Chairman of the Board, or the
Bylaws.  In the absence of the Chairman of the Board, the Vice
Chairman of the Board shall preside at all meetings of the Board of Directors
and of the shareholders; and, in the absence of the Chairman of the Executive
Committee and the Chairman of the Board, The Vice Chairman of the Board shall
preside at all meetings of the Executive Committee.  The Vice Chairman
of the Board shall have authority to sign on behalf of the Corporation
agreements and instruments of every character.
  4.       Chairman
of the Executive Committee.  The Chairman of the Executive
Committee shall be a member of the Board of Directors and preside at all
meetings of the Executive Committee.  The Chairman of the Executive
Committee 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.
  5
  5.       Chief
Executive Officer.  The Chief Executive Officer shall have such
duties and responsibilities as may be prescribed by the Board of Directors, the
Chairman of the Board, or the Bylaws.  If there be no Chairman of the
Board, the Chief Executive Officer shall also exercise the duties and
responsibilities of that office.  The Chief Executive Officer shall
have authority to sign on behalf of the Corporation agreements and instruments
of every character.  In the absence or disability of the President,
the Chief Executive Officer shall exercise the President’s duties and
responsibilities.
  6.       President.  The
President shall have such duties and responsibilities as may be prescribed by
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
or the Bylaws.  If there be no Chief Executive Officer, the President
shall also exercise the duties and responsibilities of that
office.  The President shall have authority to sign on behalf of the
Corporation agreements and instruments of every character.
  7.       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 Vice Chairman of the Board, the Chief Executive Officer, 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 of this company,
the Chairman of the Board of this company, the Vice Chairman of the Board of
this company, or the Chief Executive Officer of PG&E Corporation may confer
a special title upon any Vice President.
  8.       Corporate
Secretary.  The Corporate Secretary shall attend all meetings
of the Board of Directors and the Executive Committee, and all meetings of the
shareholders, and the Corporate Secretary shall record the minutes of all
proceedings in books to be kept for that purpose.  The Corporate
Secretary shall be responsible for maintaining a proper share register and stock
transfer books for all classes of shares issued by the
Corporation.  The Corporate Secretary shall give, or cause to be
given, all notices required either by law or the Bylaws.  The
Corporate Secretary 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 the Corporate Secretary’s signature.
  The Corporate Secretary shall have
such other duties as may be prescribed by the Board of Directors, the Chairman
of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the
President, or the Bylaws.
  The Assistant Corporate Secretaries
shall perform such duties as may be assigned from time to time by the Board of
Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief
Executive Officer, the President, or the Corporate Secretary.  In the
absence or disability of the Corporate Secretary, the Corporate Secretary’s
duties shall be performed by an Assistant Corporate
Secretary.
  9.       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.  The Treasurer shall deposit all moneys and
other
  6
  valuables of the
Corporation in the name and to the credit of the Corporation in such
depositaries as may be designated by the Board of Directors or any employee of
the Corporation designated by the Board of Directors.  The Treasurer
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 Vice Chairman of the Board, the Chief Executive
Officer, the President, or the Bylaws.
  The Assistant Treasurer shall
perform such duties as may be assigned from time to time by the Board of
Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief
Executive Officer, the President, or the Treasurer.  In the absence or
disability of the Treasurer, the Treasurer’s duties shall be performed by an
Assistant Treasurer.
  10.       General
Counsel.  The General Counsel shall be responsible for handling
on behalf of the Corporation all proceedings and matters of a legal
nature.  The General Counsel 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.  The General Counsel shall keep
the management of the Corporation informed of all significant developments of a
legal nature affecting the interests of the Corporation.
  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 Vice Chairman of the Board, the Chief Executive
Officer, the President, or the Bylaws.
  11.       Controller.  The
Controller shall be responsible for maintaining the accounting records of the
Corporation and for preparing necessary financial reports and statements, and
the Controller shall properly account for all moneys and obligations due the
Corporation and all properties, assets, and liabilities of the
Corporation.  The Controller shall render to the officers such
periodic reports covering the result 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 Vice Chairman of the Board, the Chief Executive
Officer, the President, or the Bylaws.  The Controller shall be the
principal accounting officer of the Corporation, unless another individual shall
be so designated by the Board of Directors.
   Article
IV.
 MISCELLANEOUS.
   1.       Record
Date.  The Board of Directors may fix a time in the future as a
record date for the determination of the shareholders entitled to notice of and
to vote at any
  7
  meeting of
shareholders, or entitled to receive any dividend or distribution, or allotment
of rights, or to exercise rights in respect to any change, conversion, 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 so
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.       Certificates;
Direct Registration System.  Shares of the Corporation's stock
may be certificated or uncertificated, as provided under California
law.  Any certificates that are issued shall be signed in the name of
the Corporation by the Chairman of the Board, the Vice Chairman of the Board,
the President, or a Vice President and by the Chief Financial Officer, an
Assistant Treasurer, the Corporate Secretary, or an Assistant Secretary,
certifying the number of shares and the class or series of shares owned by the
shareholder.  Any or all of the signatures on the certificate may be a
facsimile.  In case any officer, Transfer Agent, or Registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, Transfer Agent, or Registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were an officer, Transfer Agent, or Registrar at the date of
issue.  Shares of the Corporation’s capital stock may also be
evidenced by registration in the holder’s name in uncertificated, book-entry
form on the books of the Corporation in accordance with a direct registration
system approved by the Securities and Exchange Commission and by the American
Stock Exchange or any securities exchange on which the stock of the Corporation
may from time to time be traded.
  Transfers of shares of stock of the
Corporation shall be made by the Transfer Agent and Registrar on the books of
the Corporation only after receipt of a request with proper evidence of
succession, assignment, or authority to transfer by the record holder of such
stock, or by an attorney lawfully constituted in writing, and in the case of
stock represented by a certificate,upon
surrender of the certificate.  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 Corporate Secretary of the Corporation, before a new certificate (or
uncertificated shares in lieu of 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.
  8
    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.
  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 amendments to Article II, Sections 9 and 10 of these Bylaws, and
any other Bylaw provision that implements a majority voting standard for
director elections (excepting any amendments intended to conform those Bylaw
provisions to changes in applicable laws) shall be amended by the shareholders
of the Corporation as provided in Section 1 of this Article
V.
  9