<PAGE>
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549

                                      FORM 10-K

                 [ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 1996
                                        OR

               [   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                                COMMISSION FILE NO. 0-25842

                       Pacific Gas Transmission Company
         (Exact name of registrant as specified in its charter)

  California                       94-1512922
  (State or other jurisdiction of
  incorporation or organization)    (I.R.S. employer Identification No.)

  2100 SW River Parkway, Portland, OR               97201
  (Address of principal executive offices)         (Zip code)

  Registrant's telephone number, including area code: (503) 833-4000

  Securities registered pursuant to Section 12(b) of the Act:

  Title of Each Class                Name of Exchange on Which Registered
  7.10% Senior Notes Due 2005        New York Stock Exchange
  7.80% Senior Debentures Due 2025   New York Stock Exchange

  Securities registered pursuant to Section 12(g) of the Act:  Common Stock, No
  Par Value

  Indicate by check mark whether the registrant (1) has filed all reports 
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
  of 1934 during the preceding 12 months (or for shorter period that the
  registrant was required to file such reports), and (2) has been subject
  to such filing requirements for the past 90 days.
  Yes  X     No
  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
  of Regulation S-K is not contained herein, and will not be contained, to the
  best of registrant's knowledge, in definitive proxy or information statements
  incorporated by reference in Part III of this Form 10-K or any amendment to 
  this Form 10-K.  X

  State the aggregate market value of the voting stock held by nonaffiliates of
  the registrant as of March 28, 1997.  $0

  Indicate the number of shares outstanding of each of the registrant's 
  classes of common stock, as of March 28, 1997. 1,000 shares of common
  stock, no par value.
  (All shares are owned by PG&E Gas Holdings.)

  Documents Incorporated by Reference:  None

  Registrant meets the conditions set forth in General Instruction (J) (1)
  (a) and (b) of Form 10-K and is therefore filing this Form 10-K with the
  reduced disclosure format.
  <PAGE>
  TABLE OF CONTENTS
  -----------------

  PART I
  ------

  Item 1. Business
            General
            Foreign and Domestic Operations 



  <PAGE>
            Certain Defined Terms
            Pacific Gas Transmission Company's Transmission System
            PGT Queensland Gas Pipeline
            Future Expansions and Business Development
            Customers and Services
            Rates and Regulation
            Environmental Matters

  Item 2. Properties
            Pacific Gas Transmission Company Pipeline
            PGT Queensland Gas Pipeline

  Item 3. Legal Proceedings

  Item 4. Submission of Matters to a Vote of Security Holders
          (omitted)

  PART II
  -------

  Item 5. Market for Registrant's Common Equity and Related Stockholder Matters


  Item 6. Selected Financial Data  (omitted)

  Item 7. Management's Discussion and Analysis of Financial Condition and
          Results of Operations

  Item 8. Financial Statements and Supplementary Data
          Report of Independent Public Accountants
          Statements of Consolidated Income
          Consolidated Balance Sheets - Assets
          Consolidated Balance Sheets - Capitalization and Liabilities
          Statements of Consolidated Common Stock Equity
          Statements of Consolidated Cash Flows
          Notes to Consolidated Financial Statements

  Item 9. Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

  PART III
  --------

  Item 10.Directors and Executive Officers of the Registrant
          (omitted)

  Item 11.Executive Compensation (omitted)

  Item 12.Security Ownership of Certain Beneficial Owners and Management
          (omitted)

  Item 13.Certain Relationships and Related Transactions
          (omitted)

  PART IV
  -------

  Item 14.Exhibits, Financial Statement Schedules and Reports on Form 8-K 


  Signatures<PAGE>



  <PAGE>
  PART I
  ------

  ITEM 1.  BUSINESS
           --------

  GENERAL
  -------


                           Pacific    Gas    Transmission    Company    ("PGT"),
  incorporated in 1957 as a California corporation, is an interstate natural gas
  pipeline company and an indirect wholly owned subsidiary of PG&E Corporation.
  Effective January 1, 1997, PG&E Corporation, incorporated in California in
  1995, became the holding company for PGT's former parent company, Pacific
  Gas and Electric Company ("PG&E").  PG&E's ownership interest in PGT and PG&E
  Enterprises has been transferred to PG&E Corporation.  PGT's debt securities
  were unaffected and remain securities of PGT.

                           PGT and its subsidiaries are referred to collectively
  as the "Company."

                           The following discussion of the Company's business
  includes forward-looking statements that involve risks and uncertainties. 
  Words such as "estimates," " expects," " plans," and similar expressions
  identify forward-looking statements involving risks and uncertainties. 
  Those risks and uncertainties include, but are not limited to, the ongoing
  restructuring of the gas industry and the future results of new
  acquisitions.  The outcomes of these and other matters discussed below,
  including the outcome of certain litigation with a firm shipper of PGT, may
  cause future results to differ materially from historical results, or from
  results or outcomes currently expected or sought by the Company.

                           PGT was formed to construct, own and operate the
  interstate  segment  of  an  Alberta-California  pipeline  system,  which was
  originally built between 1960 and 1961 and expanded in 1981 and 1993.  PGT's
  mainline system extends from the British Columbia-Idaho border to the Oregon-
  California border, traversing Idaho, Washington and Oregon.  Extensions
  from the mainline to Coyote Springs in northern Oregon and to Medford in
  southern Oregon were constructed in 1995.  PG&E owns and operates the portion
  of the Alberta- California pipeline system within California.  PGT's gas
  pipeline facilities interconnect with PG&E at the Oregon-California border,
  with Northwest Pipeline Corporation ("Northwest Pipeline" or "Northwest")
  in northern Oregon and in eastern Washington, and with Tuscarora Gas
  Transmission Company ("Tuscarora") in southern Oregon.  (See "Pacific Gas
  Transmission Company's Transmission System," below.)

                         PGT's  principal  business  is  the  transportation  of
  natural gas, primarily from supplies in Canada, for customers located in the
  Pacific Northwest, Nevada, and California.  PGT's customers are principally
local retail gas distribution utilities, electric utilities that utilize natural
  gas to generate electricity, natural gas marketing companies that purchase and
  resell natural gas to end-use customers and utilities, natural gas producers,
  and industrial companies.  PGT's customers are responsible for securing their
  own gas supplies and delivering them to PGT's system.  PGT transports such
  supplies either to downstream pipelines, which then transport such supplies to
  customers,  or  directly  to  customers  themselves.    (See  "Customers  and
  Services," below.)

                           PGT's natural gas transportation business is subject
  to regulation by the Federal Energy Regulatory Commission ("FERC") under the 
  Natural Gas Act of 1938 ("Natural Gas Act") and the Natural Gas Policy Act of
  1978 ("NGPA"). (See "Rates and Regulation," below.)  PGT is also subject to
  <PAGE>
  the jurisdiction of the U.S. Department of Transportation with respect to
  safety matters concerning the operation of the pipeline, and the U.S. 
  Department of Energy, with respect to the authorization to import natural gas
  for its own use or for resale.

                           Building  upon  its  expertise  in  the  natural  gas
  industry, PGT is expanding its core pipeline business by pursuing domestic and
  international business development opportunities that focus on the midstream
  segment of the natural gas industry.  The midstream segment involves the
  gathering, processing, storing, transporting, and marketing of natural gas. 
  It excludes exploration and production of natural gas and local distribution 
  to customers.

       Consistent with this strategy, during 1996, PGT established the PGT
  Queensland Unit Trust ("PGT Trust"), created under the laws of Australia, to
  hold all of the assets comprising the Queensland State Gas Pipeline acquired
  from the Government of the State of Queensland, Australia.  The pipeline is
  referred to as the PGT Queensland Gas Pipeline ("PGTQ Pipeline").  The PGT
  Trust  is  owned  by  two  wholly  owned  subsidiaries  of  PGT - Pacific  Gas
  Transmission   International,   Inc. ("PGT   International"),   a   California
  corporation, and PGT Queensland Pty Limited ("PGT Queensland"), an Australian
  corporation.  PGT Queensland operates the pipeline.  In addition, PGT also
  established another wholly owned subsidiary, PGT Australia Pty Limited ("PGT
  Australia"), an Australian corporation, to pursue new business development
  opportunities in Australia and to serve as trustee of the PGT Trust.

                           The Australian pipeline, which began operations in
  June 1990, extends 389-miles from Wallumbilla to Gladstone and Rockhampton in
  Queensland, Australia.  The pipeline serves customers in its vicinity.

                           During  1996,  PGT  also  acquired  the  gas 
  marketing operations of Edisto Resources Corporation in the United States and
  Canada, known jointly as "Energy Source, Inc." ("ESI").  ESI has offices in
  Houston, Calgary, Tulsa, Pittsburgh and New York with a customer base in the
  Northeast and Midwest regions of the United States.

                           ESI is engaged in the purchase and resale of natural
  gas to a diversified customer base, primarily industrial/commercial companies,
  local distribution companies, and industry partners.  ESI aggregates natural
  gas supplies from producing basins in the United States and Canada, arranges
  transportation through pipelines from points of purchase to points of sale,
  and resells natural gas to customers under a variety of standard and
  customized arrangements.  These arrangements include a variety of short-
  term and long-term market sensitive and fixed price contracts and financial
  instruments.

  EMPLOYEES
  ---------

                           As of December 31, 1996, PGT had 329 employees, of
  which approximately 124 were members of the International Brotherhood of
  Electrical Workers, Local 1245.  The Company renegotiated and ratified a two
  year contract with that union effective January 1, 1997.  As of December 31,
  1996, PGT Australia/PGT Queensland had 30 employees and ESI had 71 employees.

                           PGT's corporate headquarters are located at 2100 SW
  River Parkway, Portland, Oregon 97201, telephone (503) 833-4000. <PAGE>

  <PAGE>
  FOREIGN AND DOMESTIC OPERATIONS
  -------------------------------

                           The  following  table  shows  the  Company's 
  operating results and assets by geographic region for 1996.  Australian
  operations commenced on July 1, 1996, and Canadian operations began on
  December 1, 1996.

  (Dollars in Millions)   United States    Australia   Canada
  ---------------------   -------------   ----------   -------
  Sales                     $   499.7      $   5.7    $  41.4

  Net income(loss)          $    47.4      $  (3.9)   $  (0.4)

  Total assets              $ 1,565.1      $ 139.2    $  71.0 

  <PAGE>
  CERTAIN DEFINED TERMS
  ---------------------

                           The following terms which are commonly used in the
  natural gas industry and which are used herein are defined as follows:

  "demand" or "reservation charge":  The amount paid by firm transportation
  service customers to reserve pipeline service.  The reservation charge is
  payable regardless of the volumes of gas transported by such customers.

  "firm transportation service":  The right to ship a quantity of gas between
  two points for the term of the applicable contract. 

  "gas supply restructuring ("GSR") costs":  Costs incurred as a result of a
  pipeline's transition to unbundled transportation service under FERC Order
  636.
  The cost of terminating natural gas supply and transportation contracts tied
  to the former merchant sales function comprises the majority of such costs for
  PGT.

  "incremental rates":  Rates charged to shippers based primarily upon the
  incremental capital and operating costs incurred by the pipeline in 
  constructing the additional facilities necessary to meet increased system 
  requirements. Under incremental rates, a pipeline would generally charge 
  higher rates to shippers contracting for capacity on newly added pipeline or 
  expansion facilities as compared to shippers having firm transportation
  service rights on depreciated pre-expansion facilities.

  "interruptible  transportation service": Transportation of shippers' gas on an
  as-available basis.

  "merchant sales" or "bundled service":  Natural gas aggregated by pipelines,
  under purchase contracts with natural gas producers, that is transported and
  resold to local distribution gas utility companies or end users at FERC-
  approved rates that reflect a combination of sales and transportation service.

  "open access":    Transportation service provided on a nondiscriminatory
  basis pursuant to applicable FERC rules and regulations.

  "Order 636":      The FERC pipeline service restructuring rule that guided
  the industry's transition to unbundled, open-access pipeline service.  Order
  636 was issued in 1992 and most pipelines restructured their services from 
  merchant service to transportation-only service during 1993.  PGT implemented
  Order 636 on November 1, 1993.

  "rolled-in rates": Rates charged to shippers based upon the average cost of
  all of the pipeline's mainline facilities and related operating costs without
  regard to the vintage of specific facilities.  Costs related to facilities
  specifically added to serve individual customers, such as laterals or
  extensions, are generally excluded from the rolled-in system costs.

  "shippers": Customers of a pipeline contracting to ship natural gas over the
  pipeline's transportation facilities.

  "straight fixed-variable" ("SFV"): A cost recovery method for firm service
  under Order 636, which assigns all fixed costs, including return on equity and
  related taxes, to the demand or reservation component of rates.

  "units of measure":  Mcf:    One thousand cubic feet
                       MMcf:   One million cubic feet
                       MMcf/d: One million cubic feet per day
                       Bcf:    One billion cubic feet
                       Btu:    One MMBtu equals one million Btus or 10 therms
                       Dt:     Decatherm or one MMBtu 
                       Therm:  One hundred thousand Btus; the amount of heat
                               energy in approximately 100 cubic feet of natural
                               gas
  <PAGE>

  PACIFIC GAS TRANSMISSION COMPANY'S TRANSMISSION SYSTEM
  ------------------------------------------------------

  PRESENT SYSTEM
  --------------

                           PGT's mainline system extends for approximately 612
  miles from the vicinity of Kingsgate, British Columbia, where it interconnects
  with the pipeline system of Alberta Natural Gas Company, Ltd. ("ANG") and
  Foothills Pipe Lines (South B.C.) Ltd. ("Foothills"), to the vicinity of
  Malin, Oregon, where it interconnects with the pipeline facilities of PG&E and
  Tuscarora.  PGT's mainline system is comprised of two parallel pipelines, one
  36-inch diameter and one 42-inch diameter, together with 12 compressor
  stations, capable of transporting, on a firm basis, 2.4 Bcf of natural gas per
  day.

                           PGT's mainline system reached its present capacity on
  November 1, 1993, when PGT placed into service a major expansion of its
  transmission system (the "1993 expansion").  The 1993 expansion consisted of
  the addition of approximately 430 miles of 42-inch diameter pipeline (to the
  original 36-inch diameter pipeline and the approximately 160 miles of 42-inch
  diameter pipeline that was installed by PGT in 1981), and certain upgrades and
  improvements to PGT's compressor stations.  The 1993 expansion was, for the 
  most part, constructed within PGT's existing right-of-way parallel to the 
  existing 36-inch diameter pipeline.  The expansion increased PGT's firm 
  transportation capacity by 755 MMcf/d to California and 148 MMcf/d to Idaho,
  Oregon and Washington.  PGT's total cost of the 1993 expansion is estimated
  to be $852 million.  In conjunction with PGT's expansion of its system, 
  PG&E and upstream Canadian  pipeline  companies  also  constructed  new  
  capacity.  (See  Note  9, "Commitments and Contingencies," in the Notes to 
  Consolidated Financial Statements contained in Item 8, Financial Statements
  and Supplementary Data, below, for a discussion of a rate controversy which 
  arose in connection with the 1993 Expansion, and which ultimately was resolved
  in PGT's favor in an August 1996 decision by the U.S. Court of Appeals for the
  District of Columbia Circuit.)


  INTERCONNECTION WITH OTHER PIPELINES
  ------------------------------------

                          Pacific Gas and Electric Company's Pipeline Facilities
                          ------------------------------------------------------

                          PG&E's   intrastate   gas   pipeline   system,   which
  interconnects with PGT's facilities at the Oregon-California border, includes
  36-inch and 42-inch diameter parallel pipelines which extend approximately 300
  miles south to near Antioch, California, just east of the San Francisco Bay
  Area.  There, the system becomes a twin 36-inch and 26-inch diameter gas
  pipeline system to Fresno County in central California, where it becomes a 
  twin 34-inch diameter pipeline system extending to the California-Arizona
  border near Topock, Arizona.

                                Northwest Pipeline
                                ------------------

                           PGT's pipeline facilities are interconnected with the
  facilities of Northwest Pipeline ("Northwest") near Spokane, Washington and
  Stanfield, Oregon.  Northwest is an interstate natural gas pipeline with which
  PGT both competes and cooperates for the delivery of natural gas in the 
  Pacific Northwest and California. 

  <PAGE>
                                Tuscarora
                                ---------

                           PGT's pipeline facilities are interconnected with the
facilities of Tuscarora near Malin, Oregon.  Tuscarora is an interstate natural
gas pipeline which transports gas from the interconnection with PGT to primarily
the Reno, Nevada area.  The pipeline was placed in service in November, 1995.

                                ANG, Foothills and NOVA Systems
                                -------------------------------

                           ANG and Foothills currently own pipelines that extend
through southeastern British Columbia and connect with the pipeline system of
NOVA Gas Transmission Ltd. ("NOVA") at the Alberta-British Columbia border
near Coleman, British Columbia and with the PGT pipeline system at the British
Columbia-Idaho border near Kingsgate, British Columbia.  ANG's and Foothills'
pipeline facilities are operated by ANG as an integrated system.  NOVA owns and
operates the intra-provincial pipeline transmission system in Alberta.  NOVA
delivers  gas  from  Alberta  production  areas  to  Alberta  gas  distribution
utilities, to some end-use customers and to all provincial export points,
including  the  Alberta-British  Columbia  border  where  NOVA's  facilities
interconnect with those of ANG and Foothills for delivery south into the PGT
system.  Through the ANG, Foothills, and NOVA systems, PGT's customers have
access to the western Canadian gas production basin.

  OREGON EXTENSIONS
  -----------------

                           In 1995, PGT constructed two pipeline extensions, the
Coyote Springs Extension to serve Portland General Electric Company ("Portland
General") and the Medford Extension to serve WP Natural Gas ("WP Natural"), a
division of the Washington Water Power Company (collectively, the "Oregon
Extensions").  Both extensions and related facilities were completed and fully
operational in November 1995, at a total cost estimated to be $50.1 million.

                           The  Coyote  Springs  Extension  is  comprised  of
approximately 18 miles of 12-inch pipeline, originating at a point on PGT's
system 27 miles south of Stanfield, Oregon, connecting to Portland General's
electric generation facility near Boardman, Oregon.

                           The Medford Extension consists of 22 miles of 16-inch
diameter and 66 miles of 12-inch diameter pipeline and extends from a point on
PGT's system near Bonanza, in southern Oregon, to interconnection points with WP
Natural at Klamath Falls and Medford, Oregon.

                           The larger 16-inch diameter pipeline of the Medford
Extension was installed to provide capacity for additional firm transportation
service to a proposed electric generating facility at Klamath Falls commencing
no earlier than 1999.  (See "Rates and Regulations - Oregon Extensions,"
below.)

  PGT QUEENSLAND GAS PIPELINE
  --------------------------- 

                           The PGT Queensland Gas Pipeline in Australia consists
of a 329-mile 12-inch pipeline completed in June, 1990 from Wallumbilla to
Gladstone and a 60-mile 8-inch extension to Rockhampton completed in May, 1991.

  <PAGE>
  FUTURE EXPANSIONS AND BUSINESS DEVELOPMENT
  ------------------------------------------

                         PGT has received preliminary expressions of interest in
providing firm transportation service to parties who cannot be accommodated with
PGT's existing available firm transportation service capacity and whose needs
may not be able to be met through the release of capacity by PGT's current firm
transportation service customers.  PGT intends to continue to solicit such
expressions of interest, and will consider adding additional firm transportation
service capacity to its mainline system in the future if sufficient demand
exists.

                           In addition to mainline expansions and extensions off
of its mainline system, PGT is considering growth opportunities to expand its
core pipeline business through its midstream gas growth strategy.  This strategy
focuses on investing in pipelines, storage, gathering and processing, and
marketing and trading capabilities in targeted geographic markets both within
and outside the United States.

                         The  recent  acquisition  of  the  Australian  pipeline
facilities is consistent with this strategy.  The Company also established PGT 
Australia in 1996 to pursue new business development opportunities in connection
with its strategy to expand its core pipeline business.

                         PGT Australia and the PGTQ Pipeline are pursuing new
business development opportunities in Australia including an extension of the
current mainline pipeline as well as the construction of new pipelines.

                         In addition, effective November 30, 1996, PGT acquired
Edisto Resources Corporation's gas marketing operations in the United States and
Canada, known jointly as "Energy Source, Inc."

  CUSTOMERS AND SERVICES
  ----------------------

  PACIFIC GAS TRANSMISSION COMPANY
  --------------------------------

                                Customers
                                ---------

                         PGT  operates  an  open-access  transportation  system
whereby gas is transported for third-party shippers on a nondiscriminatory
basis.  Transportation services represented 100 percent of PGT's total volumes
transported in 1996, 1995 and 1994; PGT's merchant sales service to PG&E was
terminated effective November 1, 1993 with the implementation of Order 636.


                         All but three percent of PGT's transportation service
capacity is subscribed by customers under long-term firm transportation service
agreements.  These agreements have remaining terms ranging between 9 and 28
years.  Additionally, PGT offers interruptible transportation service.  Shippers
are given rights to interruptible transportation service based on the percentage
of the full tariff rate that the shipper agrees to pay.  Among interruptible
transportation shippers who pay the full tariff rate, rights to as-available 
transportation are allocated in order of their respective positions on a service
queue.  During 1996, PGT provided transportation services for 91 customers;  49
of these customers have long-term firm service transportation agreements with
PGT while the remaining customers shipped under interruptible service or
capacity release contracts.  PGT's customers are principally local retail gas
distribution utilities, electric utilities that utilize natural gas to generate
electricity, natural gas marketing companies that purchase and resell natural
gas to end-use customers and utilities, natural gas producers, and industrial
companies.


  <PAGE>
                         The two largest customers of PGT in 1996 were PG&E and
Southern California Edison Company ("SCE"), accounting for approximately $55
million, or 21 percent, and $29 million, or 11 percent, respectively, of PGT's
transportation revenues.  The firm service transportation agreements with PG&E
and SCE expire in the years 2005 and 2023, respectively.  No other customer
accounted for 10 percent or more of PGT's total revenues during 1996.

                         In  1996,  approximately  five  percent  of  PGT's
transportation  volumes  and  three  percent  of  transportation  revenues  were
attributable to interruptible transportation service.

                         In 1995, PGT constructed two pipeline extensions.  The
Coyote Springs Extension serves Portland General's electric generation facility
near Boardman, Oregon.  Portland General is an investor-owned electric utility
serving customers in western Oregon, including the Portland metropolitan area.
PGT provides firm transportation service over this extension for Portland
General under a 20-year firm transportation agreement.

                         PGT's Medford Extension interconnects with WP Natural
at Klamath Falls and Medford, Oregon.  WP Natural is engaged in the purchase,
resale, and transportation of natural gas and serves natural gas end-use
customers  in  southwestern  and  northeastern  Oregon  and  South  Lake  Tahoe,
California.  PGT provides firm transportation service for WP Natural under a 30-
year firm transportation agreement.

                          PGT's total transportation and sales quantities for 
each of the years 1992 through 1996 are set forth in the following table.

                              Quantities (MDt)
                 ---------------------------------------
      Year       Total        Transportation    Sales
      -----      -----        ------------      -----
      1992       512,477         202,640       309,837
      1993       555,668         286,424       269,244
      1994       815,627         815,627             0
      1995       885,186         885,186             0
      1996       934,029         934,029             0


                                FERC Order 636
                                --------------

                         In 1992, the FERC issued Order 636, which required
open-access pipelines to provide firm and interruptible transportation services
on a nondiscriminatory basis for all gas supplies, whether purchased from the
pipeline or from another gas supplier, and required the termination of all
merchant or bundled sales service.  As a result of Order 636, PGT now operates
only as a transporter of natural gas.  In July 1996, the United States Court of
Appeals for the District of Columbia Circuit generally affirmed Order 636, but
remanded a few issues to FERC for further explanation.  On February 27, 1997,
the FERC issued an order on remand (Order 636C), largely affirming its 636
policies.  Order 636C, which is subject to rehearing, changes the policy under 
which a firm shipper may renew its contract at the expiration of the original
contract term.  Under this new policy, existing shippers may renew their
contracts if they pay the maximum reservation fee or if they pay the highest
rate offered by other shippers for that capacity based upon a contract term of
five years.

<PAGE>
                         PGT implemented the provisions of Order 636 effective
November 1, 1993, pursuant to FERC orders dated July 12, 1993 and October 1,
1993.   These orders provide for:

     1)   the unbundling of the sales service to PG&E into separate sales and
          transportation components;

     2)   the termination of the Purchased Gas Adjustment ("PGA") mechanism by
          which PGT recovered the cost of gas sold to PG&E;
     3)   the adoption of SFV rate design;
     4)   a  mechanism  by  which  certain  of  the  firm  transportation  
          service customers can assign their service rights to others 
         (generally referred to as "capacity release," see below); and
     5)   a transition cost recovery mechanism ("TCRM") to recover certain gas
          supply restructuring costs incurred by PGT in connection with the
          unbundling of its sales service to PG&E.

                         Pursuant to the FERC orders, effective November 1,
1993, PG&E terminated its gas purchases from PGT and began receiving an
equivalent amount of firm transportation service from PGT under a long-term
contract.

                         As required by Order 636, PGT has also implemented a
capacity release program.  As a result, almost all of PGT's firm transportation
service customers have elected to execute new contracts which enable them to
release their capacity to replacement shippers on a temporary or permanent
basis.  In the case of a capacity release for a term less than the remaining
contract  term,  a  releasing  shipper  remains  responsible  to  PGT  for  the
reservation charges associated with the released capacity.  With respect to a
release for the full remaining term of the contract, the releasing shipper is no
longer responsible for the reservation charges associated with the released
capacity if the replacement shipper meets the credit-worthiness provisions of
PGT's tariff and agrees to pay the full reservation fee.  The capacity release
program has affected the number and types of customers using PGT's system, but
has not impacted PGT's financial results.  Capacity release also provides
customers seeking service  from  PGT with a potential alternative to the
construction of new facilities by PGT.

                         Order 636 authorized all interstate pipelines to adopt
the  "straight  fixed-variable"  ("SFV")  rate  design  method  for  all
transportation services, which PGT has implemented.  Under this rate design, all
fixed costs including return on equity and related taxes associated with firm
transportation service are collected through the reservation charge component of
the pipeline company's firm transportation service rates.

                         In the past, the FERC has utilized various rate designs
that allocated varying percentages of fixed costs to the commodity or delivery
component of rates, thereby making a pipeline company's cost recovery dependent
upon the level of throughput or use of the pipeline system.  On July 16,
1996, the United States Court of Appeals for the District of Columbia Circuit 
affirmed the FERC's adoption of the SFV rate design for all natural gas
pipelines under the FERC's jurisdiction.  In light of the Court's decision, it
appears unlikely that the FERC will mandate any industry-wide departure from
the SFV rate design in the near future.  If the FERC were to depart from SFV, 
that departure could once again subject the level of PGT's cost recovery to
variations in throughput volumes.

                        As a result of the SFV rate design, and based upon the
settlement of its 1994 rate case, PGT currently recovers approximately 95
percent of its total costs and 97 percent of its fixed costs through reservation
charges paid by firm transportation service customers.  These customers pay a
reservation charge for access to firm transportation service capacity on PGT's
system, regardless of the volumes of gas transported.  Consequently, the volume
of gas transported by PGT for firm transportation service customers does not
currently have a significant impact on PGT's operating results.  As such, PGT's
<PAGE>
operating results are not significantly affected by fluctuating demand for gas
based on the weather or changes in the price of natural gas.  Approximately
three percent of PGT's fixed costs are allocated to interruptible transportation
service, and recovery of such costs is subject to continued demand for PGT's
interruptible transportation service.

                          Competition
                          -----------

                           See "Competition," below, in Item 7, Management's
  Discussion and Analysis of Financial Condition and Results of Operations.

  PGT QUEENSLAND GAS PIPELINE
  ---------------------------

                          Customers
                          ---------

                         The PGTQ Pipeline has three major industrial customers
that account for approximately 99 percent of its deliveries.  Queensland Alumina
Limited's ("QAL") demand quantities account for almost 90 percent of the PGTQ
Pipeline's annual delivered volumes.  QAL's contract expires in June 2006.
Under the contract, QAL pays a monthly reservation charge that is due to the
PGTQ Pipeline regardless of the quantity transported.

                         The  PGTQ  Pipeline  also  transports  gas  to  Gas
Corporation of Queensland Limited which has gas franchises to serve residential
and commercial customers in the cities of Gladstone and Rockhampton.  The third
major industrial customer is Queensland Magnesia (Operations) Pty Ltd.

                         The  condition,  operation,  and  ownership  of  gas
transmission pipelines in Queensland are principally regulated by the Petroleum
Act of 1923 which is administered by the Queensland Department of Minerals and
Energy.  The Petroleum Act of 1923, as amended, incorporates open access
principles promoting a competitive gas market.

            Competition
            -----------

                         The PGTQ Pipeline is the only gas pipeline serving the
Gladstone and Rockhampton areas.  Presently, competition exists only in terms of
more expensive alternative energy sources  including distillate and diesel fuel.
Prospectively, South Pacific Chevron Company has announced a proposal to
construct a natural gas pipeline from Papua New Guinea to Queensland that would
potentially be in service in 2001.  The proposed pipeline may or may not extend
as far as the Gladstone area.

  ENERGY SOURCE, INC.
  -------------------

                                Customers
                                ---------

                         The customer base for ESI's domestic and Canadian gas
marketing operations primarily consists of trading partners who serve as
marketing agents for other marketing or local distribution companies.  No single
customer accounted for more than 10 percent of sales.

<PAGE>
                                Competition
                                -----------

                         ESI faces intense competition in marketing gas to end
user customers and local distributors in both its domestic and Canadian markets.
Its competitors include the major integrated oil and gas companies; other
marketing companies affiliated with interstate pipelines and regional gas
gatherers; and brokers and marketers of varying sizes, financial resources, and
experience.

                         This intense competition has placed downward pressure
on the gross margins for gas sales.  As gross margins have decreased, the market
share necessary to compete effectively in the industry has grown.  During 1996,
ESI responded to this pressure by increasing its sales volumes.

  RATES AND REGULATION
  --------------------

  PACIFIC GAS TRANSMISSION COMPANY
  --------------------------------

                                General
                                -------

                         PGT is a "natural gas company" under the Natural Gas
Act and the NGPA, and as such, is subject to the jurisdiction of the FERC.

                         The Natural Gas Act grants authority to the FERC over
the construction and operation of pipelines and related facilities utilized in
the transportation and sale of natural gas in interstate commerce, including the
extension, enlargement, or abandonment of such facilities, as well as the
interstate transportation and wholesale sales of natural gas.  PGT holds
certificates  of  public convenience and necessity, issued  by  the  FERC,
authorizing it to construct and operate its pipelines and related facilities now
in operation and to transport natural gas in interstate commerce.  The FERC also
has authority to regulate rates for natural gas transportation in interstate
commerce.

                         In  addition,  the  National  Energy  Board  of  Canada
("NEB")  and  the  various  Canadian  gas-exporting  provinces  issue  various
licenses and permits for the removal of gas from Canada.  These requirements
parallel the process employed by the U.S. Department of Energy for the
importation of Canadian gas.  Regulatory actions by the NEB or the U.S.
Department of Energy can have an impact on the ability of PGT's customers to
import Canadian gas for transportation over the PGT system.  In addition,
actions of the NEB and Northern Pipeline Agency ("NPA") can affect the ability 
of ANG and Foothills to construct any future facilities necessary for the
transportation of gas to the interconnection with PGT's system at the United
States-Canadian border.

                                FERC Ratemaking
                                ---------------

                         Sections 4 and 5 of the Natural Gas Act provide the
FERC with rate-setting authority over interstate natural gas pipeline companies.
When PGT seeks a rate change, it must file an application with the FERC under
Section 4 at least 30 days prior to the proposed effective date of the new
rates.  The FERC has the authority to suspend the effective date of the new
rates for up to five months, and as a general matter does so, although from time
to time the FERC will authorize a shorter suspension period.  Section 4 also
allows the FERC to require that any increase in rates collected during the
pendency of a rate case (after the conclusion of the suspension period) be
collected subject to refund, with interest.  Refunds, if any, would be made upon
conclusion of the rate case.  The FERC routinely imposes such a refund condition
on proposals to increase rates.
<PAGE>
                         Any major rate changes requested by PGT under Section 4
would be typically set for evidentiary hearings before an administrative law
judge, whose initial decision is subject to review and a final decision by the
FERC.  Following a final decision by the FERC, PGT, or any other party to the
proceeding, may seek judicial review of the decision by the United States Court
of Appeals.

                         Under Section 5 of the Natural Gas Act, the FERC may,
on its own initiative or at the request of a third party, investigate PGT's
rates to ascertain whether such rates are unjust or unreasonable.  A Section 5
rate investigation proceeds in much the same fashion as a rate case under
Section 4, except that there is no suspension period (since neither the FERC nor
the company will have proposed new rates at the commencement of the rate case),
and the FERC's determinations will be effective on a prospective basis only, so
that the company is not required to make refunds.

                          In a rate case, rates are set by dividing PGT's total
cost of service by the total units of service, generally expressed as contract
demand quantities and quantities of natural gas transported.  Components of cost
of service include operations and maintenance expenses, depreciation, return on
investment and related taxes.  The calculation of the allowed return on
investment is made with reference to PGT's rate base, which is the total net
value of its tangible and intangible assets.  The net value of PGT's largest
rate base component, utility plant in service, is determined on an original cost
basis, less depreciation.

                           The overall allowed rate of return on investment is a
function of: (i) PGT's debt cost; (ii) the return on PGT's preferred stock, if
any is outstanding; and (iii) the allowed return on PGT's common stock.  The
FERC is required to set the allowed return on common stock at a level sufficient
to enable PGT to attract the equity capital necessary for its business and to be
commensurate with the equity return realized by businesses having similar risk
profiles.

                         To establish rates for services, costs are separated
into various functional aspects of a pipeline company's business, such as gas
transportation, gas gathering, and gas storage, since different rates apply to
the different services associated with those functions.  The costs for each
function are classified as either fixed or variable, and rates are calculated.
PGT  currently  provides  only  gas  transportation  service.    Therefore,  the
"functional" allocation of costs does not presently apply to PGT in the
ratemaking context.  However, for ratemaking purposes, PGT's plant and related
costs for the existing Oregon Extensions are segregated from PGT's mainline
pipeline. 

                         Under  the  FERC's  current  policies,  transportation
services are classified as either firm or interruptible, and PGT's fixed and
variable costs are allocated between these types of service for ratemaking
purposes.  Firm transportation service customers pay both a reservation or
demand charge and a commodity or delivery charge.  The reservation charge is
assessed for the customer's right to transport a specified quantity of gas over
the term of the customer's contract, and is payable regardless of the actual
volume of gas transported by the customer.  The commodity or delivery charge is
payable only with respect to the actual volume of gas transported by the
customer.  Interruptible transportation service customers pay only a commodity
or delivery charge with respect to the actual volume of gas transported by the
customer.

                         Under the SFV rate design, the reservation charge
assessed for firm transportation service is based on PGT's fixed costs, while
the commodity or delivery charge component of PGT's firm transportation service
rates is based only on PGT's variable costs.  The commodity or delivery charge
payable by PGT's interruptible transportation service customers is based upon
both fixed and variable costs allocated to interruptible transportation service
for ratemaking purposes.  Approximately three percent of PGT's fixed costs are
<PAGE>
currently allocated to interruptible transportation service for ratemaking
purposes.  (See "Customers and Services - FERC Order 636," above.)

                         Both  firm  and  interruptible  transportation  service
rates are established with a ceiling equal to PGT's total costs (fixed and
variable) allocated to the service and a floor equal to the variable costs
related thereto.  PGT is allowed to vary or discount rates between the ceiling
and the floor amounts on a non-discriminatory basis.  PGT has not discounted
firm transportation service rates, but PGT sometimes discounts interruptible
transportation service rates in order to maximize throughput.

                           1993 Expansion
                           --------------

                         On November 1, 1993, PGT placed in service a major
expansion of the mainline system.  The new facilities were authorized by the
FERC on August 1, 1991. See Note 9, "Commitments and Contingencies," in the
Notes to Consolidated Financial Statements contained in Item 8, Financial
Statements and Supplementary Data, below, for a discussion of a rate controversy
which arose in connection with the 1993 expansion, and which ultimately was
resolved in PGT's favor in an August 1996 decision by the U.S. Court of Appeals
for the District of Columbia Circuit.


                           Oregon Extensions
                           -----------------

                      In 1995, PGT completed the Coyote Springs and the 
Medford Extensions of its pipeline facilities in Oregon.  Portland General,
PGT's customer on the Coyote Springs Extension, pays an incremental rate for 
service over the Coyote Springs Extension based on costs associated with such
facilities.

                           Most of the capacity on the Medford Extension was
subscribed under a firm transportation service agreement with WP Natural, which
was effective November 1, 1995.  Under this contract, WP Natural paid a
negotiated first year transportation rate which subsequently increases or
decreases each year by the percentage change in competing residential electric
rates in the region served by WP Natural, but not below $3.7 million.  During
the first year of the contract, WP Natural paid rates based on the negotiated
$3.9 million cost of service.  Effective November 1, 1996, the rate increased
$0.1 million to $4.0 million.  The revenue shortfall resulting from the 
difference between the annually adjusted rate and the rate which would otherwise
apply with respect to the total incremental cost of service of this extension,
will be offset by the revenue generated under the transportation agreement in
later years.  The full cost of service is expected to be recovered over the life
of the 30-year firm transportation agreement.  The first year deficiency, which
is expected to decline each year, was approximately $3.6 million.

                         The larger diameter pipeline for the initial 22 miles
of the Medford Extension was installed to provide additional firm transportation
service to a proposed electric generating facility to be owned by Diamond
Energy, Inc. ("Diamond"), a subsidiary of Mitsubishi Corp., commencing no
earlier than 1999.  Diamond agreed to reimburse PGT for the incremental cost of
the 16-inch pipe if it did not sign a firm transportation agreement with PGT.
Diamond has subsequently assigned its interest to the City of Klamath Falls in
anticipation of a third party acquiring its facility certificate, and it has
established an escrow account in favor of PGT for the incremental costs should
the generating facility not be constructed.

                              Pacific Gas Transmission Company Rate Proceedings
                              -------------------------------------------------

<PAGE>
                                     1994 Rate Case
                                     --------------

                           On February 28, 1994, PGT filed an application to
increase its rates for transportation services.  These rates were based on an
overall cost of service of approximately $217 million, including a cost of
equity of 13 percent.  The proposed rate of return on equity applied to all 
facilities and assumed the discontinuance of the penalty rate of return on 
equity of 10.13 percent, which the FERC had earlier required to be used to 
develop initial rates for PGT's 1993 expansion facilities.

                           On September 11, 1996, the FERC approved, without
modification, a proposed multi-party settlement of PGT's rate case, which was
filed with the FERC on March 21, 1996.  See "Settlement of Rate Case" in Item
7, Management's Discussion and Analysis of Financial Condition and Results of
Operations, below, for a discussion of the settlement of this 1994 rate case.

                                     Gas Supply Restructuring ("GSR") Costs
                                     ----------------------------------------

                         Until November 1993, when Order 636 was implemented,
PGT purchased all of its Canadian natural gas supply for resale to PG&E from
Alberta and Southern Gas Co. Ltd. ("A&S"), a wholly owned Canadian gas
purchasing subsidiary of PG&E, pursuant to a gas sales agreement between A&S and
PGT and a sales service agreement between PGT and PG&E, both of which extended
through the year 2005.  A&S had commitments to purchase minimum quantities of
natural gas from over 200 Canadian gas producers under various long-term
contracts, most of which extended through 2005.  As a result of the regulatory
restructuring pursuant to Order 636, PGT, PG&E, A&S and various Canadian gas
producers  selling  gas  to  A&S  entered  into  agreements  (collectively,  the
"Decontracting Plan") under which PGT terminated its gas sales agreement with
A&S, its sales service agreement with PG&E, and A&S terminated its contracts
with the gas producers.

                        Under the Decontracting Plan, in return for settlement 
payments of $210.1 million, the producers released A&S, PGT, and PG&E from any 
claims they may have had that resulted from the termination of the former 
arrangements, as well as any claims for losses arising from alleged historical
shortfalls in gas taken by A&S.  In addition to the producers' settlement 
payments, PGT paid A&S $29.6 million for costs incurred by A&S related to both
the termination of the sales agreement between A&S and PGT, and the 
implementation of the Decontracting Plan.

                         The FERC approved the recovery of $168.5 million of the
total $239.7 million of gas supply restructuring costs incurred by PGT through a
transition cost recovery mechanism ("TCRM").  The difference of $71.2 million
was reflected as a net charge to expense from 1992 through 1995.  Recovery of
approved GSR costs began in 1993, with PGT completing recovery of such costs in
1996 with the collection of the remaining $30.5 million.

                         Also, in 1996, the CPUC sought judicial review of the
FERC's orders in Public Utilities Commission of the State of California v. FERC,
D.C. Circuit Case No. 96-1022.  However, in the settlement of the 1994 rate
case,  the  CPUC  agreed  to  withdraw  its  petition  for  judicial  review  in
consideration for PGT's agreement to reduce PG&E's direct bill by $3.18 million
and refund this amount to PG&E.  The CPUC moved to withdraw its petition and, on
October 28, 1996, the Court granted the withdrawal.  On November 7, 1996, PGT
refunded the $3.18 million to PG&E.  This aspect of the settlement is the
subject of one of the pending rehearing applications discussed above.  PGT does
not expect the FERC to modify its settlement as a result of this issue.

                                     Regulatory Developments
                                     -----------------------

                         On January 31, 1996, the FERC issued a policy statement
on alternative methods for setting rates.  The policy statement provides
<PAGE>
guidelines the FERC will use in evaluating market-based, incentive rate and
negotiated rate proposals by pipeline companies.  Of particular note is the
negotiated/recourse rate program which provides a framework to allow negotiated
terms and/or conditions for individual shippers, with the traditional cost of
service rates and tariffs made available to all shippers as a default or
recourse.

                         On July 17, 1996, the FERC adopted a new rule which
standardizes technology and operating procedures for pipelines in order to
promote greater integration of the national gas grid.  On July 31, 1996, the
FERC issued a Notice of Proposed Rulemaking ("NOPR") to improve the efficiency
of capacity release procedures and to allow rates above the cost-based rate cap
in markets where pipelines can demonstrate they lack market power.
These regulatory initiatives are not expected to have a material impact on
PGT's financial position, liquidity or results of operations in the foreseeable
future.

  PGT QUEENSLAND GAS PIPELINE
  ---------------------------

                         The  condition,  operation,  and  ownership  of  gas
transmission pipelines in Queensland, Australia is principally regulated by the
Petroleum Act of 1923 (the "Act") and is administered by the Queensland
Department of Minerals and Energy.  The State of Queensland has recently amended
the Act to incorporate "open access" principles which facilitate a competitive
gas market.  The Act identifies access objectives and provides factors that the
Minister of Minerals and Energy must consider in approving a pipeline's tariffs.
The objectives of the access principles include: facilitation of competitive
markets for the benefit of the public and industry; promotion of efficiency; and
provision of access on fair commercial terms.  The access principles provide the
PGTQ Pipeline flexibility in formulating its tariffs.

  ENERGY SOURCE, INC.
  ------------------- 

                          Although  ESI's  operations  are  not  regulated,  its
marketing activities are affected by regulatory events and competitive forces in
gas markets.  In recent years, the FERC has increased competition in natural gas
markets by eliminating or changing many of the procedures associated with
interstate pipelines' traditional role as wholesale merchants of gas so that all
gas suppliers will have a full and fair opportunity to compete in these markets.

                         As a result of these recent orders, wholesale gas
marketing has become a non-utility activity.


  ENVIRONMENTAL MATTERS
  ---------------------

  GENERAL
  -------

                         The  following  discussion  includes  certain  forward
looking information relating to the possible future impact of environmental
compliance.  It is subject to a number of assumptions and uncertainties,
including changing laws and regulations, evolving technologies,  and the
selection of compliance alternatives.

  PACIFIC GAS TRANSMISSION COMPANY
  --------------------------------
<PAGE>
                         See "Environmental Matters" in Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations, below,
for a general description of PGT's environmental compliance.

                         PGT owns and operates the 4C Solar Mars compressor unit
near Sandpoint, Idaho ("Unit 4C").  In 1986, in connection with an upgrade of
Unit 4C, PGT applied for and received a construction permit from the State of
Idaho Department of Environmental Quality.  At the time PGT received the
construction permit, it was determined that no permit for the modification was
needed under the Federal Prevention of Significant Deterioration ("PSD")
program, then being administered by the State of Idaho.

                         In the process of applying for a permit under the 1990
Clean Air Act, PGT conducted a review of its environmental permits and
discovered information which now causes it to question whether a construction
permit application incorporating PSD requirements may have been required prior
to the 1986 upgrade.  If it is finally determined that PSD program requirements
did apply to the project, then PGT may be required to apply for and obtain a PSD
permit for Unit 4C and may be required to retrofit Unit 4C.  At this time, PGT
believes that it is remote that any fines or penalties will be imposed in
connection with this matter.

                         The Company believes that the resolution of this matter
would not materially affect its ability to operate Unit 4C or have a material
adverse impact on its financial position, liquidity or results of operations.

  PGT QUEENSLAND GAS PIPELINE
  ---------------------------

                         The PGTQ Pipeline is subject to the environmental
protection policies imposed by the Australian Environmental Protection Act of
1994, and the environmental requirements of the Environmental Impact Statement
and the Workplace and Safety Act for activities along the pipeline right of way.

                         The Company believes that compliance with applicable
environmental requirements is not likely to have a material effect upon its
financial position, liquidity or results of operations.

  ITEM 2.   PROPERTIES
           -----------

  PACIFIC GAS TRANSMISSION COMPANY PIPELINE
  -----------------------------------------

                         PGT's pipeline system consists of approximately 639
miles of 36-inch diameter gas transmission line (612 miles of single 36-inch
pipeline and 27 miles of 36-inch pipeline looping), approximately 590 miles of
42-inch diameter pipeline, approximately 84 miles of 12-inch diameter pipeline,
and 22 miles of 16-inch diameter pipeline, twelve compressor stations with a
total of approximately 345,200 National Electrical Manufacturer's Association
("NEMA")  installed  horsepower,  and  facilities  for  the  operation  and
maintenance of the system, including metering and regulating facilities, and a
communications system.  (For further information on PGT's pipeline system, see
the discussion under "Pacific Gas Transmission Company's Transmission System"
in Item 1, Business, above.)

                         PGT leases its corporate headquarters office building
in Portland, Oregon under a 20-year lease terminating in 2015.  Payments under
the lease approximate the debt service payments on the debt issued to finance
the building, plus operating costs, taxes and insurance.  See Note 5, "Long-term
Debt," in the Notes to Consolidated Financial Statements contained in Item 8,
Financial Statements and Supplementary Data, below.

<PAGE>
  PGT QUEENSLAND GAS PIPELINE
  ---------------------------

                         The PGTQ Pipeline in Australia consists of a 329-mile
12-inch pipeline completed in June, 1990 from Wallumbilla to Gladstone and a 60-
mile 8-inch extension to Rockhampton completed in May, 1991.  The transportation
capacity of the PGTQ Pipeline is approximately 26 Bcf annually, which can be
expanded to approximately 50 Bcf with the addition of compression facilities.


  ITEM 3.   LEGAL PROCEEDINGS
            -----------------

                         See Item 1, Business, above, for a discussion of
certain regulatory proceedings and environmental matters affecting the Company.

                         For information concerning material legal proceedings,
see Note 9, "Commitments and Contingencies," in the Notes to Consolidated
Financial Statements contained in Item 8, Financial Statements and Supplementary
Data, below. 

<PAGE>
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            ---------------------------------------------------

                         Since PGT meets the conditions set forth in General
Instruction (J) (1) (a) and (b) of Form 10-K, this information is omitted.


   PART II
   -------

  ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS
           -------------------------------------------------

                        PGT is an indirect wholly owned subsidiary of PG&E
Corporation.  Effective January 1, 1997, PG&E Corporation, incorporated in
California in 1995, became the holding company for PGT's former parent company,
Pacific Gas and Electric Company ("PG&E").  PG&E's ownership interest in PGT
and PG&E Enterprises has been transferred to PG&E Corporation.

                         The payment of dividends by PGT on its common stock is
restricted under the terms of a Credit Agreement dated May 31, 1995.  (See
"1995 Refinancing" in Note 5, "Long-term Debt," in the Notes to Consolidated
Financial Statements contained in Item 8, Financial Statements and Supplementary
Data, below.)  Under the most restrictive provisions, approximately $162.1
million of PGT's retained earnings was available for dividends on its common
stock as of December 31, 1996.  In 1996 and 1995, PGT paid cash dividends on its
common stock of $10 million and $40 million, respectively.


  ITEM 6.   SELECTED FINANCIAL DATA
            -----------------------

                         Since PGT meets the conditions set forth in General
Instruction (J) (1) (a) and (b) of Form 10-K, this information is omitted.


  ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL        
            CONDITION AND RESULTS OF OPERATIONS(1)
            -------------------------------------------------

  The Consolidated Financial Statements include:
          Pacific Gas Transmission Company
          Pacific Gas Transmission Company's wholly owned businesses:
                                PGT Australia Pty Limited
                                Pacific Gas Transmission International, Inc. 
                                PGT Queensland Pty Limited
                                Energy Source, Inc. 

                           Pacific Gas Transmission Company ("PGT") and its
  subsidiaries collectively are referred to as the "Company."

                         The  following  discussion  includes  forward-looking
statements that involve a number of risks and uncertainties. Those risks and
uncertainties include, but are not limited to, the ongoing restructuring of the
gas industry and the future results of new acquisitions.  The outcomes of these
and other matters discussed below, including the outcome of certain litigation
with a firm shipper of PGT, may cause future results to differ materially from
historical results or from results or outcomes currently expected or sought by
the Company.
[FN]
 (1)
   See "Certain Defined Terms" in Item 1, Business, for a definition of terms
  commonly used in the natural gas industry and herein. 

<PAGE>
                         The information in this section should be read in
conjunction with the information set forth under Item 1, Business, above, and
the Consolidated Financial Statements and accompanying Notes to Consolidated
Financial Statements in Item 8, Financial Statements and Supplementary Data,
below.

  GENERAL
  -------

                         PGT is an indirect wholly owned subsidiary of PG&E
Corporation.  Effective January 1, 1997, PG&E Corporation, incorporated in
California in 1995, became the holding company for PGT's former parent company,
Pacific Gas and Electric Company ("PG&E").  PG&E's ownership interest in PGT
and PG&E Enterprises has been transferred to PG&E Corporation.

                         Building  upon  its  expertise  in  the  natural  gas
industry, PGT is expanding its core pipeline business by pursuing domestic and
international business development opportunities which focus on the midstream
segment of the natural gas industry.  The midstream segment includes the
gathering, processing, storing, transporting, and marketing of natural gas.  It
excludes exploration and production of natural gas and local distribution to
customers.

       Consistent with this strategy, during 1996, PGT established the PGT
Queensland Unit Trust ("PGT Trust"), created under the laws of Australia, to
hold all of the assets comprising the Queensland State Gas Pipeline which were
purchased from the Government of the State of Queensland, Australia.  The
pipeline is referred to as the PGT Queensland Gas Pipeline ("PGTQ Pipeline").
The PGT Trust is owned by two wholly owned subsidiaries of PGT - Pacific Gas
Transmission  International,  Inc.  ("PGT  International"),  a  California
corporation, and PGT Queensland Pty Limited ("PGT Queensland"), an Australian
corporation.  PGT Queensland operates the pipeline.  In addition, PGT also
established another wholly owned subsidiary, PGT Australia Pty Limited ("PGT
Australia"), an Australian corporation, to pursue new business development
opportunities in Australia and to serve as trustee of the PGT Trust.

                         During  1996,  PGT  also  acquired  the  gas  marketing
operations of Edisto Resources Corporation in the United States and Canada,
known jointly as "Energy Source, Inc." ("ESI").  ESI has offices in Houston,
Calgary, Tulsa, Pittsburgh and New York with a customer base in the Northeast
and Midwest regions of the United States.

                        ESI is engaged in the purchase and resale of natural gas
to a diversified customer base, primarily industrial/commercial companies, local
distribution companies, and industry partners.   ESI aggregates natural gas 
supplies from producing basins in the United States and Canada, arranges 
transportation through pipelines from points of purchase to points of sale, and
resells natural gas  volumes  to  customers  under  a  variety  of  standard
and customized arrangements.  These arrangements include a variety of short-term
and long-term market sensitive and fixed price contracts and financial 
instruments.

                         PGT's transportation system provides access to natural
gas from producing fields in western Canada and extends from the British
Columbia-Idaho border to the Oregon-California border.  PGT's transportation
system also provides service to various delivery points in Idaho, Washington,
and Oregon.  PGT's natural gas transportation services are regulated by the
Federal Energy Regulatory Commission ("FERC"), and various safety issues are
subject to the jurisdiction of the United States Department of Transportation.

                         A major expansion of PGT's system was placed into
service on November 1, 1993, increasing PGT's net utility plant in service from 
approximately $150 million to nearly $1 billion.  On November 1, 1993, PGT also
implemented the restructuring of its services as required by the FERC's Order
636 (see "Changing Regulatory Environment," below) and now operates as a

<PAGE>
transportation-only pipeline system serving a range of new customers in addition
to its principal historical customer, PG&E.

                         During 1996, PGT provided transportation services for
91 customers.  Forty-nine of these customers have long-term firm transportation
service agreements with PGT.  The two largest customers of PGT in 1996 were PG&E
and Southern California Edison Company, accounting for approximately 21 percent
and 11 percent, respectively, of PGT's transportation revenues.  No other
customer accounted for more than 10 percent of PGT's total revenues.  PGT's firm
transportation  service  agreements  are  generally  long-term  agreements  and
accounted for approximately 97 percent of total transportation revenues in 1996.
These agreements have remaining terms that range between 9 and 28 years.  See
"Legal  Matters  -  Norcen  Litigation"  in  Note  9,  "Commitments  and
Contingencies," in Item 8, Financial Statements and Supplementary Data, below,
for a discussion of litigation filed against PGT by one of its long-term firm
transportation service customers challenging the validity of its contract.

                         PGT  incurred  significant  costs  to  terminate  gas
purchase commitments as a result of the implementation of Order 636.  Such costs
were either charged to operations primarily in 1992 and 1993, or were recovered
in rates under a transition cost recovery mechanism approved by the FERC.  PGT
completed the recovery of these termination costs during 1996.  (See "Rates and
Regulation - Gas Supply Restructuring ("GSR") Costs" in Item 1, Business,
above.)

<PAGE>
  CHANGING REGULATORY ENVIRONMENT
  -------------------------------

                         Prior to November 1, 1993, PGT's business was primarily
to provide bundled natural gas sales and transportation services to PG&E, firm
transportation  service  to  Pacific  Interstate  Transmission  Company  and  to
Northwest Pipeline, and open access interruptible transportation service to
various other customers.

                        In 1992, the FERC issued Order 636, which required open 
access pipelines to provide firm and interruptible transportation services on an
equal basis for all gas supplies, whether purchased from the pipeline or from 
another gas supplier, and required the termination of all pipeline bundled sales
and transportation service.

                         PGT implemented the provisions of Order 636 effective
November 1, 1993 (see "Customers and Services - Pacific Gas Transmission
Company - FERC Order 636" in Item 1, Business, above, for a description of
Order 636).  At that time, PG&E terminated its gas purchases from PGT and PG&E
began receiving an equivalent amount of firm transportation service from PGT
under a long-term contract; PGT began recovering restructuring costs through the
transition cost recovery mechanism ("TCRM") (see Note 3, "Natural Gas Matters,"
in the Notes to Consolidated Financial Statements contained in Item 8, Financial
Statements and Supplementary Data, below, for a discussion of the TCRM) and PGT
implemented a capacity release program.

                           Order 636 also authorized PGT to adopt the straight-
fixed variable ("SFV") rate design method for all firm rate schedules, which
it did effective November 1, 1993.  Under the SFV rate design, a pipeline
company's fixed costs, including return on equity and related taxes, associated
with firm transportation service are collected through the reservation charge
component of the pipeline company's firm transportation service rates.

                       As a result of the SFV rate design and based upon the 
settlement of its 1994 rate case, PGT currently recovers approximately 95 
percent of its total costs and 97 percent of its fixed costs through reservation
charges paid by firm transportation service customers.  These customers pay a 
reservation charge for access to firm transportation service capacity on PGT's
system, regardless of the volumes of gas transported.  Consequently, the volume 
of gas transported by PGT for firm transportation service customers does not 
currently have a significant impact on PGT's operating results.  As such, PGT's
operating results are not significantly affected by fluctuating demand for gas
based on the weather or changes in the price of natural gas.

                         On July 16, 1996, the United States Court of Appeals
for the District of Columbia Circuit affirmed the FERC's adoption of the SFV
rate design for all natural gas pipelines under FERC's jurisdiction.  In light
of the Court's decision, it appears unlikely that the FERC will mandate any
industry-wide departure from the SFV rate design in the near future.

                        While PGT believes that SFV rate design is likely to
continue over the near term,  a departure from SFV rate design (whereby a
portion of fixed costs would be assigned to the commodity or delivery component
of rates) could cause PGT's operating results to be affected by fluctuations in
the volumes of gas transported on its system.  Similarly, the extent to which
PGT's cost of service is recovered under long-term contracts also affects the
impact that variations in PGT's throughput would have on its operating results.

                       On January 31, 1996, the FERC issued a policy statement 
on alternative methods for setting rates.  The policy statement provides 
guidelines the FERC will use in evaluating market-based, incentive rate 
proposals and negotiated rate proposals by pipeline companies.  Of particular 
note is the negotiated/recourse rate program which provides a framework to allow
negotiated terms and/or conditions for individual shippers, with the traditional
cost of service rates and tariffs made available to all shippers as a default or
recourse.
<PAGE>
                         On July 17, 1996, the FERC adopted a new rule which
standardizes technology and operating procedures for pipelines in order to
promote greater integration of the national gas grid.  On July 31, 1996, the
FERC issued a Notice of Proposed Rulemaking ("NOPR") to improve the efficiency
of capacity release procedures and to allow rates above the cost-based rate cap
in markets where pipelines can demonstrate they lack market power.

                         These regulatory initiatives are not expected to have a
significant effect on  PGT's  financial  position,  liquidity  or  results  of  
operations in the foreseeable future.

  SETTLEMENT OF RATE CASE
  -----------------------

                         On February 28, 1994, PGT filed an application to 
increase its rates for transportation services.  These rates were based on an 
overall cost of service of approximately $217 million, including a cost of 
equity of 13 percent.  The proposed rate of return on equity applied to all 
facilities and assumed the discontinuance of the penalty rate of return on 
equity of 10.13 percent, which the FERC had earlier required to be used to 
develop initial rates for PGT's 1993 expansion facilities.

                         A major issue in this proceeding was whether PGT's
mainline transportation rates should be equalized through the use of rolled-in
cost allocation, or whether they should continue to reflect the current use of
incremental costs to determine the rates paid by shippers.  PGT proposed that
mainline rates reflect the rolled-in approach on a prospective basis.

                         On March 31, 1994, the FERC issued an order that 
accepted PGT's interim incremental rates, and authorized PGT to place these 
rates into effect on September 1, 1994, subject to refund.  Although the FERC 
rejected the proposal to place rolled-in rates into effect September 1, 1994, 
the FERC indicated that PGT would be afforded the opportunity at the hearing to 
support and justify a rolled-in rate proposal.

                         On September 11, 1996, the FERC approved, without
modification, the proposed settlement of PGT's rate case, which was filed with
the FERC on March 21, 1996.  The settlement provided for rolled-in rates
effective on November 1, 1996.  To mitigate the impact of the higher rolled-in
rates on shippers who were paying lower rates under contracts executed prior to
PGT's 1993 expansion (pre-1993 expansion shippers), most of the firm shippers
who took service prior to the 1993 expansion are receiving a reduction from the
rolled-in rates for a six year period, while the 1993 expansion shippers are
paying a surcharge in addition to the rolled-in rates to offset the effect of
the mitigation.

                         Although  the  implementation  of  rolled-in  rates  by
itself does not change PGT's total revenue requirement, the settlement does
provide for, among other things, a lower total cost of service of $206 million,
lower depreciation rates, and a return on equity of 12.2 percent from September
1, 1994, the effective date of the rates in this case.  In addition, under the
settlement, approximately three percent of PGT's firm transportation service
capacity was relinquished effective November 1, 1996, for subscription to other
shippers who may desire the capacity.  Approximately $7.5 million of costs were
also allocated to short-term firm and interruptible services.

                          The  overall  effect  of  the  settlement  on  rates,
including mitigation measures and the agreed upon lower cost of service, was to
decrease PGT's current 100 percent load factor transportation rates for the full
distance of the pipeline (from the Canadian-U.S. border to the Oregon-California
border) from $0.48 to $0.33 per Decatherm(Dt) for the 1993 expansion shippers, <PAGE>
and to increase the transportation rate for most of the pre-1993 expansion
shippers from $0.16 to either $0.20 or $0.24 per Dt, depending upon the level of
mitigation applicable to each shipper.  The rolled-in rate for the full distance
is $0.26 per Dt.  In November 1996, PGT refunded the difference between the
<PAGE>
amounts based on its as-filed cost of service of $217 million and the amounts
that would have been collected at the settlement cost of service of $206
million.  PGT had established a reserve adequate for its refund obligation under
the settlement.
                         Although  the  FERC  approved  the  settlement  without
modification, several shippers have sought rehearing of the FERC's order.  PGT
does not expect the FERC to modify the settlement as a result of these requests.
Parties that have sought rehearing may petition the Court of Appeals if the FERC
does not grant their rehearing requests.  In the event the FERC does modify the
settlement, however, the settlement permits PGT to terminate the settlement and
reinstate the rates contained in its rate case proposal and proceed to a FERC
decision based upon the evidence in the case.

  COMPETITION
  -----------

                         Competition  to  provide  natural  gas  transportation
services has intensified in recent years.  Regulatory changes, such as Order
636,  have  significantly  increased  customers'  flexibility,  choices  and
responsibility to directly manage their gas supplies.

                         PGT has in the past, and will in the future, 
actively compete with other pipeline companies for transportation customers
on the basis of transportation rates, access to competitively priced gas supply 
basins, and quality and reliability of transportation services.  In addition, in
providing interruptible transportation service, PGT competes with released 
capacity offered by shippers holding firm PGT capacity.

                       PGT's principal competitor in providing transportation
services to the Pacific Northwest is Northwest Pipeline Corporation.  In
California, four major interstate pipeline companies provide transportation
services which compete with the services offered by PGT.  Those companies are El
Paso Natural Gas Company, Transwestern Pipeline Company, Mojave Pipeline Company
and Kern River Gas Transmission Company.

                         In   the   current   open   access   environment,   the
competitiveness of a pipeline company's transportation services in the market it
serves is determined generally on the basis of delivered natural gas prices, of
which transportation cost is a portion of the total delivered price, but also to
some extent on the quality and reliability of transportation services.  PGT's
system delivers gas primarily from western Canada.  Gas from this region has
been competitively priced in relation to gas from other supply basins serving
PGT's market areas.  The competitive strength of Canadian gas supplies in
western U.S. markets has been evidenced by consistently high throughput on the
PGT system since Canadian gas prices were deregulated in the mid-1980's.

                         PGT's transportation volumes are affected by market
conditions in all markets it serves.  A significant factor is the level of
available hydroelectric generation which in turn causes the demand for natural
gas as a fuel for electric generation to fluctuate.  In addition, PGT's services
face modest competition from fuel oil.

                         Fluctuating levels of throughput caused by these market
conditions only have a minor financial effect on PGT because 97 percent of PGT's
firm transportation service capacity is currently subscribed under long-term
contracts with service billed under the SFV rate design. 

                         The PGTQ Pipeline is the only gas pipeline serving the
Gladstone and Rockhampton areas of Australia.  Presently, competition exists
only in terms of more expensive alternative energy sources  including distillate
and diesel fuel.  Prospectively, South Pacific Chevron Company has announced a
proposal to construct a natural gas pipeline from Papua New Guinea to Queensland

  <PAGE>
that would potentially be in service in 2001.  The proposed pipeline may or may
not extend as far as the Gladstone area.    

                           ESI faces intense competition in marketing gas to end
user customers and local distributors in both its domestic and Canadian markets.
Its competitors include the major integrated oil and gas companies, other
marketing companies affiliated with interstate pipelines and regional gas
gatherers, and brokers and marketers of varying sizes, financial resources, and
experience.

                         This intense competition has placed downward pressure
on the gross margins for gas sales.  As gross margins have decreased, the market
share necessary to compete effectively in the industry has grown.  During 1996,
ESI responded to this pressure by increasing its sales volumes.

  FUTURE EXPANSIONS AND BUSINESS DEVELOPMENT
  ------------------------------------------

                         PGT has received preliminary expressions of interest in
providing firm transportation service to parties who cannot be accommodated with
PGT's existing available firm transportation service capacity and whose needs
may  not  be  met  through  the  release  of  capacity  by  PGT's  current  firm
transportation service customers.  PGT intends to continue to solicit such
expressions of interest, and will consider adding additional firm transportation
service capacity to its mainline system in the future if sufficient demand
develops.

                         In addition to mainline expansions and extensions off
of its mainline system, PGT is considering  opportunities to expand its core
pipeline business through its midstream gas growth strategy.  This strategy
focuses on investing in pipelines, storage, gathering and processing, and
marketing/trading capabilities in targeted geographic markets both within and
outside the United States.

                         The  recent  acquisition  of  the  Australian  pipeline
facilities is consistent with this strategy.  The Company also established PGT
Australia in 1996 to pursue new business development opportunities in connection
with its strategy to expand its core pipeline business.

                         PGT Australia and the PGTQ Pipeline are pursuing new
business development opportunities in Australia including an extension of the
current mainline pipeline as well as the construction of new pipelines.

                         In addition, effective November 30, 1996, PGT acquired
Edisto Resources Corporation's gas marketing operations in the United States and
Canada, known jointly as "Energy Source, Inc."

  ACCOUNTING FOR THE EFFECTS OF REGULATION
  ----------------------------------------

                         PGT currently accounts for the economic effects of
regulation  in  accordance  with  the  provisions  of  Statement  of  Financial
Accounting Standards (SFAS) No. 71, "Accounting for the Effects of Certain
Types of Regulation."  As a result of applying the provisions of SFAS No. 71,
PGT has accumulated approximately $62.5 million of regulatory assets as of
December 31, 1996.  Management recorded a reserve of $8.4 million ($5.2 million
after tax) in 1996  against deferred relocation costs associated with the
transfer of PGT's headquarters from San Francisco to Portland, Oregon in 1995.
Management expects to seek recovery of these relocation costs. 

<PAGE>
  FISCAL YEARS 1996, 1995 AND 1994
  --------------------------------

  RESULTS OF OPERATIONS
  ---------------------

              Selected operating results and other data are as follows:

  <TABLE>
  <CAPTION>
    <S>                                    <C>       <C>      <C>
                                              1996      1995     1994
                                             ------   -----    -----
                                                   (In Millions)
     Operating revenues (a)                  $546.8   $269.2    $251.1
     Operating expenses (a)                   424.2    147.3     136.7
                                              -----    -----     -----
     Operating income (loss)                  122.6    121.9     114.4  
     Other income and (income deductions)      (4.9)     7.3       8.9
     Net interest expense                      45.7     46.3      45.6
                                              -----    ------    -----
     Income before income tax expense          72.0     82.9      77.7
     Income tax expense                        28.9     31.3      30.0
                                              -----    -----     -----
     Net income                              $ 43.1   $ 51.6    $ 47.7
                                              =====    =====     =====

     Ratio of earnings to fixed charges (b)    2.6      2.7        2.6
                                              =====    =====     ======
  <FN>
  ----------
  (a)  1996 results reflect:  (i) ESI's operations since December 1, 1996,
       including $281.3 million in operating revenues and $281.6 million in
       operating expenses; and (ii) the results of the PGTQ Pipeline since
       July 1, 1996, including $5.7 million in operating revenues and $3.7
       million in operating expenses.

  (b)  For purposes of computing the ratio of earnings to fixed charges,
       earnings are computed by adding to income from continuing operations,
       the provision (benefit) for income taxes and fixed charges.  Fixed
       charges consist of interest, the amortization of debt issuance costs
       and a portion of rents deemed to be representative of interest.
       Fixed charges are not reduced by the allowance for borrowed funds
       used during construction but such allowance is included in the
       determination of earnings.
  </FN>
  </TABLE>


                           NET INCOME -  Net income was $43.1 million in 1996,
compared with $51.6 million in 1995 and $47.7 million in 1994.  Despite higher
transportation revenues and lower interest on long term debt in 1996 compared
with 1995, net income declined $8.5 million, or 16 percent.  This primarily
resulted from the combination of three non-recurring adjustments.  First, during
1996, a reserve of $8.4 million ($5.2 million after tax) was recorded against
deferred relocation costs associated with the transfer of PGT's headquarters
from San Francisco to Portland, Oregon.  Second, and partially offsetting the
relocation cost reserve, was the reversal of a $4.2 million reserve ($2.6
million  after tax) for use tax on compressor fuel and related interest.  Third,
the results for 1995 included the benefit of reversing a $7.6 million ($4.7
million after tax) reserve for gas supply restructuring ("GSR") costs.  The
$3.9 million increase in 1995 compared with 1994 was primarily the result of the
benefit of the GSR reversal and higher transportation revenues offset, in part,
by higher operations expenses, lower interest income and higher interest
expense. 

  <PAGE>
                       OPERATING REVENUES -  The components of total operating
  revenues are as follows:
  <TABLE>
  <CAPTION>
  <S>                                        <C>       <C>     <C>
                                                1996    1995    1994
                                                ----    ----    ----
                                                   (In Millions)
  Gas marketing sales                          $281.3  $  -    $  -
  Gas transportation                            232.6   216.3   212.4
  Gas supply restructuring (GSR) cost recovery   32.1    51.9    38.1
  Other                                           0.8     1.0     0.6
                                                -----   -----   -----
       Total operating revenues                $546.8  $269.2  $251.1
                                                =====   =====   =====
  </TABLE>

                           The $281.3 million in gas marketing sales in 1996
represents one month's activity for ESI, a natural gas marketing company which
PGT acquired effective November 30, 1996.  ESI had a related cost of sales of
$280.5 million, resulting in a gross margin of $0.8 million.

                         Gas transportation revenues increased by $16.3 million,
or eight percent, in 1996 compared with 1995 as a result of increased firm and
interruptible volumes on PGT's system.  In addition, the increase reflects a
full year of revenue from the Oregon Extensions and six months of revenues from
the PGTQ Pipeline.

      The increase in natural gas transportation revenues of $3.9 million, or 
two percent, from 1994 to 1995 was primarily due to higher transport rates which
were effective September 1, 1994, subject to refund, pursuant to the 1994 rate
case.  In addition, 1995 revenues increased due to revenues from the Oregon
Extensions which were placed in service November 1, 1995.  The impact of these
factors was partially offset by recognition in 1994 of additional revenues
related to the favorable settlement of PGT's 1990 rate case.

                          GSR cost recovery revenues reflect the collection from
customers through volumetric surcharges and direct bills of deferred GSR costs
effective November 15, 1993, over a three year period, as permitted by the
TCRM approved by the FERC.  The FERC approved a total of $168.5 million of GSR 
costs plus interest for recovery through the TCRM.  Through December 31, 1995, 
$138.0 million, excluding interest, was collected from customers and during 
1996, PGT completed the collection of the remaining balance of $30.5 million.  
These revenues have no effect on income as they are fully offset by the 
amortization of like amounts of deferred GSR costs. 

<PAGE>
                        OPERATING EXPENSES - The components of total operating
  expenses are as follows:
  <TABLE>
  <CAPTION>
  <S>                                <C>    <C>     <C>
                                      1996   1995    1994
                                      -----  -----   -----
                                         (In Millions)
  Cost of sales                      $280.5  $ -    $  0.3
  Gas supply restructuring (GSR)
    costs                              32.1   43.5    32.4
  Operations and maintenance           63.6   58.3    53.0
  Depreciation and amortization        39.1   33.1    38.9
  Property and other taxes              8.9   12.4    12.1
                                      -----  -----    -----
       Total operating expenses      $424.2  $147.3 $136.7
                                      =====  =====   =====
  </TABLE>
                         The $280.5 million in cost of sales for 1996 represents
one month's activity for ESI.  As discussed above in "Customers and Services -
FERC Order 636" under Item 1, Business, PGT's gas sales service was eliminated
effective November 1, 1993 with the implementation of Order 636.  PGT's expense
for 1994 relates to the sale of line pack gas.

                          The 1996 GSR costs include the amortization of the
December 31, 1995, uncollected balance of $30.5 million and related interest
collected through revenue.  The 1995 GSR costs include the amortization of $55.1
million of deferred costs which were billed to customers in 1995, less an
adjustment for $11.6 million primarily to adjust previously estimated non-
recoverable GSR costs to actual.  The 1994 GSR costs include the amortization of
$38.1 million of deferred costs which were billed to customers in 1994, less a
$5.7 million adjustment recorded as actual GSR costs were less than the
estimates previously recorded.

                         Operations and maintenance expenses increased by $5.3
million from 1995 to 1996 primarily as a result of the recognition of an $8.4
million reserve for the cost to relocate PGT's headquarters, offset, in part, by
reduced pension, legal, and rent expenses.  In connection with its relocation to
Portland, Oregon, PGT entered into a capital lease on its new office building
which resulted in a decline in rent expense which was offset by the combination
of additional depreciation expense and interest expense associated with the
lease.  Operations and maintenance expenses increased by $5.3 million from 1994
to 1995.  The increase in 1995 was primarily due to additional expenses related
to the legal support for the 1994 rate case and relocation of the corporate
headquarters to Portland, Oregon.

                         The increase in depreciation and amortization from 1995
to 1996 resulted from increased plant in service and an adjustment recorded
in 1995 to adjust depreciation expense from September through December 1994 to
reflect the lower rates contained in the settlement of PGT's 1994 rate case.
The decrease in depreciation and amortization from 1994 to 1995 was due to
applying the lower depreciation rates retroactive to September 1, 1994, pursuant
to the settlement of PGT's 1994 rate case.

                         The decrease in other taxes in 1996 compared to both
1995 and 1994 primarily resulted from a $2.9 million reversal of a reserve for
use tax on compressor fuel for prior years.

                         OTHER INCOME AND (INCOME DEDUCTIONS) - Other income
decreased $12.2 million from 1995 to 1996 principally due to: increased
investment development expenses of $5.4 million in support of the Company's
midstream gas growth strategy; reduced interest income of $4.1 million as a
result of the combination of lower invested cash balances and reduced
unrecovered GSR balances, which earn interest; and decreased equity allowance
for funds used during construction ("AFUDC") reflecting the completion of
<PAGE>
extensions in Oregon on November 1, 1995.  Other income decreased $1.6 million
from 1994 to 1995, due to a number of mainly offsetting items.

                         INTEREST EXPENSE - The Company's interest expense,
excluding AFUDC, decreased $1.6 million from 1995 to 1996, primarily due to the
combination of a reduction in average debt from $582 million in 1995 to $550
million in 1996 and a decline in the average interest rate from 7.7 percent in
1995 to 7.4 percent in 1996.   In addition, 1996 reflects the reversal of
interest accrued on a use tax liability.  These factors were offset, in part, by
an increase in interest associated with the capital lease of PGT's corporate
office, which was effective July 1995, and interest expense related to the PGTQ
Pipeline's operations of $3.4 million.  The average effective interest rate for
the PGTQ Pipeline since July 1, 1996, the date of acquisition, was 7.5 percent,
based upon an average long-term debt balance of $91.7 million.

                         PGT's interest expense excluding the interest portion
of AFUDC increased $1.0 million from 1994 to 1995, primarily due to interest
associated with prior year tax issues.  Interest on long-term debt increased
only slightly from 1994 to 1995 because the increase in the average interest
rate from 6.7 percent to 7.7 percent in 1995 was mitigated by a reduction in the
average debt outstanding from $669 million to $582 million in 1995.

                         AFUDC decreased $0.9 million in 1996 from 1995 because
of higher capital expenditures qualifying for AFUDC during 1995 for the Oregon
Extensions, which were placed in service on November 1, 1995.  AFUDC increased
$0.3 million in 1995 from 1994 because of higher average construction work in
progress balances during 1995 than during 1994.

  LIQUIDITY AND CAPITAL RESOURCES
  -------------------------------

                         During 1996, the balance of cash and cash equivalents
increased $27.3 million compared with 1995.  The increase includes $25.2 million
in cash balances to support ESI's marketing operations.  A detailed discussion
of the Company's operating, investing and financing activities follows below.

                         SOURCES OF CAPITAL - The Company's capital requirements
are funded from cash provided by operations and, to the extent necessary,
external financing and capital contributions from its parent company.  PGT pays
dividends in return as part of a balanced approach to managing its capital
structure, funding its operations and capital expenditures and maintaining
appropriate cash balances.  In connection with the acquisitions of State Gas
Pipeline and ESI during 1996, PG&E made capital contributions of $10.0 million
and $50.0 million, respectively. 

                         CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES - For
the year ended December 31, 1996, net cash provided by operating activities was
$96.3 million, as compared with net cash provided by operating activities of
$137.5 million in 1995.   The $41.2 million decrease was due primarily to PGT's
refund of $31.4 million to customers in 1996 as a result of settlement of its
1994 rate case.

                         For the year ended December 31, 1995, net cash provided
by operating activities decreased $27.3 million as compared with net cash
provided by operating activities of $164.8 million during 1994.  During 1995,
PGT recovered from customers approximately $50.5 million in GSR costs, excluding
carrying charges, which was $18.0 million more than in 1994.  The increase in
collection of GSR costs in 1995 primarily resulted from the recovery approved by
the FERC of certain costs incurred to terminate PGT's gas sales agreement with
A&S, a wholly owned Canadian gas purchasing subsidiary of PG&E.  During 1994,
PGT refunded $30.3 million to customers as a result of settlement of its 1990 <PAGE>
rate case and paid $17.1 million to A&S relating to the termination of PGT's gas
sales agreement.  Offsetting these charges was $62.5 million which PGT received
from PG&E in 1994, primarily for the tax effects of the $210.1 million in GSR 

<PAGE>
costs which PGT paid in 1993, and a $29.7 million decrease in the provision for
deferred income taxes.

                       CASH USED IN INVESTING ACTIVITIES - The Company's
expenditures for new acquisitions, property, plant and equipment (including
AFUDC debt ) amounted to $194.5 million, $77.3 million, and $52.4 million for
1996, 1995 and 1994, respectively.  The $117.2 million increase in 1996 compared
to 1995 was primarily the result of expending $136.3 million for the acquisition
of the State Gas Pipeline and $23.2 million for the acquisition of ESI, offset
by $41.9 million in lower construction expenditures during 1996.

                         The increase in expenditures from 1994 to 1995 related
primarily to construction of the Oregon Extensions.

                         CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES - For
the year ended December 31, 1996, cash provided by financing activities amounted
to $125.5 million, which primarily consisted of financing related to the
acquisitions of the State Gas Pipeline and ESI.  The Company borrowed $91.7
million in long-term debt for the acquisition of the State Gas Pipeline and
$10.0 million for the acquisition of ESI.  In addition, PG&E contributed $60.0
million in equity to PGT during 1996.

                         For the year ended December 31, 1995, cash used in
financing activities amounted to $125.1 million and included a net $75.9 million
reduction in long-term debt and construction financing, and a $40.0 million
dividend paid to PG&E.  For the year ended December 31, 1994, cash used in
financing activities amounted to $48.5 million and included a net $26.3 million
reduction in long-term debt and construction financing, and a $22.0 million
dividend paid to PG&E.  For both years, the cash used in financing activities
was provided by cash from operating activities.

  CAPITAL REQUIREMENTS
  --------------------

                         The Company's estimated capital requirements for each
of the next five years are as follows:


                                           1997  1998  1999  2000   2001
                                           ----- ----- ----- -----  -----
                                                   (In Millions)
  Capital requirements, including AFUDC   $91.5  $59.8 $60.1 $57.5  $52.0
                                          ====== ===== ===== ====== ======

                         The above amounts are forward looking and involve a
number of assumptions and uncertainties.  These estimates are subject to
revision and actual amounts may vary based upon changes in assumptions as to
pipeline capacity growth, rates of inflation, receipt of adequate and timely
rate relief, availability and timing of regulatory approvals, total cost of
major projects, availability and cost of suitable non-regulated investments, and
availability and cost of external sources of capital, as well as the outcome of
the ongoing restructuring in the gas industry.

                         Most of PGT's capital expenditures are associated with
projects aimed at the replacement and enhancement of existing transmission
facilities to enhance their efficiency and reliability and to comply with 
environmental laws and regulations. The 1997 projected capital expenditures
include $30.0 million for pipeline projects in Australia.

                         The PGTQ Pipeline's capital expenditures are targeted
towards growth in new markets, which is consistent with the Company's midstream

<PAGE>
gas growth strategy.  These estimated capital requirements do not include costs
to construct proposed new pipelines in Australia.

                         In addition to these capital requirements, the Company
has other commitments as discussed in Note 9, "Commitments and Contingencies,"
in the Notes to Consolidated Financial Statements contained in Item 8, Financial
Statements and Supplementary Data, below.

  RISK MANAGEMENT
  ---------------

                         Due to the changing business environment, the Company's
exposure to risks associated with natural gas commodity prices, interest rates,
and foreign currencies is increasing.  To manage these risks, PG&E Corporation
has adopted a price risk management policy which is also applicable to PGT and
its  subsidiaries  and  established  an  officer-level  price  risk  management
committee.    PG&E  Corporation's  price  risk  management  committee  oversees
implementation of the policy, approves each price risk management program, and
monitors compliance with the policy.

                         PG&E Corporation's price risk management policy and
procedures adopted by the committee establish guidelines for implementation of
price risk management programs.  Such programs may include the use of natural
gas and financial derivatives.  (A derivative is a contract whose value is
dependent on or derived from the value of some underlying asset.)  Additionally,
this policy allows derivatives to be used for hedging and non-hedging purposes.
(Hedging is the process of protecting one transaction by means of another to
reduce price risk.)  Both hedging and non-hedging activities are limited to
those specifically approved by the committee only after appropriate controls and
procedures are put in place to measure, monitor, and control the risk of such
activities.

                           In 1996, PG&E Corporation approved and implemented
interest rate and foreign exchange risk management programs.  In addition, PGT
acquired ESI which has natural gas marketing operations and engages in hedging
transactions.  Gains and losses associated with price risk management activities
during 1996 were immaterial. 

                          The  Company  also  uses  a  number  of  techniques to
mitigate its financial risk, including the purchase of commercial insurance and
the maintenance of systems of internal control.  The extent to which these
techniques are used depends on the risk of loss and the cost to employ such
techniques.  These techniques do not eliminate financial risk to the Company.

                           During 1996, PGT Australia entered into derivative
contracts to manage its interest rate risk. (See Note 5, "Long-term Debt" and
Note 6, "Financial Instruments," in the Notes to Consolidated Financial
Statement in Item 8, Financial Statements and Supplementary Data, below.)

  ENVIRONMENTAL MATTERS
  ---------------------

                         The  following  discussion  includes  certain  forward
looking information relating to the possible future impact of environmental
compliance.  It is subject to a number of uncertainties, including regulations
and the selection of compliance alternatives. 

                         PGT is subject to regulation by the FERC in accordance
with the National Environmental Policy Act and other federal and state laws and
regulations governing environmental quality and pollution control.  These laws
and regulations require PGT to take measures to mitigate the effect of its
operations on the environment.

                         The Company's expenditures for environmental protection
are subject to periodic review and revision to reflect changing technology and
<PAGE>
evolving  regulatory  requirements.    For  1997,  capital  requirements  for
environmental protection and safety compliance are estimated to be approximately
$1.4 million.  For 1998 and 1999, such capital requirements are estimated to be
approximately $1 million per year.  These amounts are included above in
"Capital Requirements."

                         On an ongoing basis, the Company assesses measures that
may need to be taken to comply with environmental laws and regulations related
to its operations.  Management believes that it is in substantial compliance
with applicable existing environmental requirements and that the ultimate amount
of costs that will be incurred by the Company in connection with its compliance
and remediation activities will not be material to its financial position,
liquidity or results of operations.  (See "Environmental Matters" in Item 1,
Business, above.)

  LEGAL MATTERS AND CONTINGENCIES
  -------------------------------

                         In the normal course of business, the Company is named
as a party in a number of claims and lawsuits.  In the past, substantially all
of these have been litigated or settled with no significant impact on either the
Company's results of operations or financial position.

                         See Note 9, "Commitments and Contingencies," in the
Notes to Consolidated Financial Statements contained in Item 8, Financial
Statements and Supplementary Data, below, for a discussion of a lawsuit against
the Company involving antitrust and state law contract claims related to a 30-
year contract with a transportation customer of the Company.

  NEW ACCOUNTING STANDARD
  -----------------------

                         Effective January 1, 1996, the Company adopted SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of."  SFAS No. 121 prescribes general standards for the
recognition and measurement of impairment losses.  In addition, it requires that
regulatory assets continue to be probable of recovery in rates, rather than only
at the time the regulatory asset is recorded.  Regulatory assets currently
recorded would be written off if recovery is no longer probable.  During 1996,
in compliance with the adoption of this  standard, PGT recorded a reserve 
(net of income tax) of $5.2 million against deferred relocation costs associated
with the transfer of its corporate headquarters from San Francisco to Portland,
Oregon.

                         Effective January 1, 1997, the Company will adopt the
provisions of the American Institute of Certified Public Accountants' Statement
of Position ("SOP") 96-1, "Environmental Remediation Liabilities."  This SOP
provides authoritative guidance for recognition, measurement, display, and
disclosure of environmental remediation liabilities in financial statements.
The adoption of SOP 96-1 is not expected to have a material adverse impact on
the Company's financial position, liquidity, or results of operations. 

<PAGE>
  EFFECT OF INFLATION
  -------------------

                         The Company generally has experienced increased costs
due to the effect of inflation on the cost of labor, material and supplies, and
plant and equipment.  A portion of the increased labor and material and supply
costs can directly affect income through increased operations and maintenance
expenses.  The cumulative impact of inflation over a number of years has
resulted  in  increased  costs  for  current  replacement  of  PGT's  plant  and
equipment.  However, PGT's utility plant is subject to ratemaking treatment, and
the increased cost of replacement plant is generally recoverable through rates.

  ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
          -------------------------------------------

       Financial  statements  of  Pacific  Gas  Transmission  Company  and  its
subsidiaries:

       Report of Independent Public Accountants
       Statements of Consolidated Income - for each of the three years ended
          December 31, 1996, 1995, and 1994
       Consolidated Balance Sheets - as of December 31, 1996 and 1995
       Statements of Consolidated Common Stock Equity - for each of the three
          years ended December 31, 1996, 1995, and 1994
       Statements of Consolidated Cash Flows - for each of the
          three years ended December 31, 1996, 1995, and 1994 <PAGE>

  <PAGE>


Report of Independent Public Accountants
To the Shareholder and the Board of Directors
of Pacific Gas Transmission Company:

                           We have audited the accompanying Consolidated Balance
Sheets of Pacific Gas Transmission Company (a California corporation) and
subsidiaries as of December 31, 1996 and 1995, and the related Statements of
Consolidated Income, Common Stock Equity and Cash Flows for each of the three
years in the period ended December 31, 1996.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

                         We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

                         In our opinion, the financial statements referred to
above present fairly, in all material respects, the financial position of
Pacific Gas Transmission Company and subsidiaries as of December 31, 1996 and
1995, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996 in conformity with generally
accepted accounting principles.



                                                         ARTHUR ANDERSEN LLP



  Portland, Oregon
  February 10, 1997 <PAGE>



  <PAGE>

                          Statements of Consolidated Income
  --------------------------------------------------------------------
   <TABLE>
  <CAPTION>
   <S>                                <C>       <C>       <C>
                                             In Thousands
  -----------------------------------------------------------------------------
  Years Ended December 31,                1996       1995      1994
  -----------------------------------------------------------------------------
  OPERATING REVENUES:
  Gas marketing                        $281,292   $     -   $     -
  Gas transportation                    194,881    174,879   165,831
  Gas transportation for PG&E            37,726     41,456    46,557
  Gas supply restructuring cost
    recovery from PG&E                   17,847     33,942    27,445
  Gas supply restructuring cost recovery 14,273     17,962    10,649
  Other                                     766        979       616
  ------------------------------------------------------------------------------
       Total operating revenues         546,785    269,218   251,098
  ------------------------------------------------------------------------------
  OPERATING EXPENSES:
  Gas marketing cost of sales           280,483         -         -
  Gas supply restructuring costs         32,120     43,553    32,414
  Natural gas purchased                      -          -        311
  Operations                             59,593     53,263    47,438
  Maintenance                             4,095      5,019     5,474
  Depreciation and amortization          39,077     33,046    38,916
  Property and other taxes                8,867     12,374    12,130
  ----------------------------------------------------------------------------
       Total operating expenses         424,235    147,255   136,683
  ----------------------------------------------------------------------------
  OPERATING INCOME                      122,550    121,963   114,415
  ----------------------------------------------------------------------------
  OTHER INCOME AND (INCOME DEDUCTIONS):
  Allowance for equity funds used during                        
    construction                            241      1,399     1,016
  Interest income                         2,272      6,328     8,763
  Other - net                            (7,367)      (404)     (840)
  -----------------------------------------------------------------------------
       Total other income and
         (income deductions)             (4,854)     7,323     8,939
  ------------------------------------------------------------------------------
  INTEREST EXPENSE:
  Interest on long-term debt             44,072     44,777    44,360
  Allowance for borrowed funds used during                     
    construction                           (256)    (1,167)     (878)
  Other interest charges                  1,846      2,731     2,148
  ------------------------------------------------------------------------------
       Net interest expense              45,662     46,341    45,630
  ------------------------------------------------------------------------------
  INCOME BEFORE INCOME TAX EXPENSE       72,034     82,945    77,724
  INCOME TAX EXPENSE                     28,889     31,338    29,982
  ------------------------------------------------------------------------------
  NET INCOME                           $ 43,145   $ 51,607  $ 47,742
  ------------------------------------------------------------------------------
  </TABLE> 



  The accompanying Notes to Consolidated Financial Statements are an integral
                               part of these statements. <PAGE>




                             Consolidated Balance Sheets
  --------------------------------------------------------------------------
  <TABLE>
  <CAPTION>
                                  ASSETS
                                               In Thousands
  --------------------------------------------------------------------------
  <S>                                <C>            <C>
  December 31,                           1996             1995
  ---------------------------------------------------------------------------

  PROPERTY, PLANT & EQUIPMENT:
  Property, plant and equipment
    in service                        $1,589,940      $1,418,044
  Accumulated depreciation              (418,296)       (380,585)
  ---------------------------------------------------------------------------
  Net plant in service                 1,171,644       1,037,459
  Construction work in progress           17,529          14,515
  ---------------------------------------------------------------------------
       Total property, plant &
             equipment - net           1,189,173       1,051,974
  ---------------------------------------------------------------------------

  CURRENT ASSETS:
  Cash and cash equivalents               37,124           9,839
  Restricted cash                          5,800              -
  Assets from risk management activities  16,595              -
  Accounts receivable from gas marketing 388,737              -
  Accounts receivable from PG&E            5,859           7,021
  Accounts receivable - gas
    transportation                        22,241          27,697
  Allowance for uncollectible accounts    (1,836)             -
  Gas supply restructuring costs
    recoverable                               -           30,531
  Deferred income taxes                    2,478              -
  Inventories (at average cost)            8,968           7,687
  Prepayments and other current assets    12,842          10,216
  ---------------------------------------------------------------------------
        Total current assets             498,808          92,991
  ---------------------------------------------------------------------------

  DEFERRED CHARGES:
  Income tax related                      26,016          26,740
  Goodwill, net of amortization           23,366              -
  Deferred charge on reacquired debt      14,859          16,064
  Unamortized debt expense                 5,229           4,754
  Regulatory assets                       15,687          10,338
  Other                                    2,156           3,344
  ---------------------------------------------------------------------------
       Total deferred charges             87,313          61,240
  ---------------------------------------------------------------------------
  TOTAL ASSETS                        $1,775,294      $1,206,205
  ---------------------------------------------------------------------------
  </TABLE>
  The accompanying Notes to Consolidated Financial Statements are an integral 
                              part of these statements. <PAGE>



  <PAGE>
  <TABLE>
  <CAPTION>
                       Consolidated Balance Sheets
  --------------------------------------------------------------------

                    CAPITALIZATION AND LIABILITIES
                                              In Thousands
  --------------------------------------------------------------------
  <S>                                     <C>            <C>
  December 31,                                    1996        1995
  --------------------------------------------------------------------

  CAPITALIZATION:
  Common stock - no par value;
    1,000 shares authorized,  
    issued and outstanding                  $   85,474   $   85,474
  Additional paid-in capital                   242,000      182,000
  Foreign currency translation adjustment         (183)          -
  Reinvested earnings                          183,211      150,066
  --------------------------------------------------------------------
       Total common stock equity               510,502      417,540
  Long-term debt                               683,049      592,471
  --------------------------------------------------------------------
       Total capitalization                  1,193,551    1,010,011
  --------------------------------------------------------------------

  CURRENT LIABILITIES:
  Long-term debt - current portion                 384          355
  Payable to PG&E                                9,483        8,003
  Accounts payable from gas marketing          386,552           -
  Accrued liabilities and other accounts 
    payable                                     28,377       27,527
  Accrued taxes                                  2,646        8,646
  Deferred income taxes                             -         1,716
  Reserve for pending regulatory issues             -        23,201
  Deferred revenue                                 861           -
  --------------------------------------------------------------------
       Total current liabilities               428,303       69,448
  --------------------------------------------------------------------

  DEFERRED CREDITS:
  Deferred income taxes                        134,635      117,353
  Other                                         18,805        9,393
  Commitments and contingencies (Note 9)            -            -
  --------------------------------------------------------------------
       Total deferred credits                  153,440      126,746
  --------------------------------------------------------------------
  TOTAL CAPITALIZATION AND LIABILITIES      $1,775,294   $1,206,205
  --------------------------------------------------------------------
  </TABLE>
  The accompanying Notes to Consolidated Financial Statements are an integral 
                           part of these statements. <PAGE>




  <PAGE>

               Statements of Consolidated Common Stock Equity

  ------------------------------------------------------------------------

                                          In Thousands
  ------------------------------------------------------------------------
  <TABLE>
  <CAPTION>
  <S>                      <C>        <C>        <C>          <C>
                                                  Reinvested     Total
                                       Additional Earnings and   Common
                             Common    Paid-in    Foreign        Stock
                             Stock     Capital    Currency       Equity
                            --------  ---------  ------------   ----------
  Balance December 31, 1993 $ 85,474   $132,000   $112,717      $330,191

  Net income - 1994               -          -      47,742        47,742
  Capital contribution
     from PG&E                    -      50,000         -         50,000
  Dividend paid to PG&E           -          -     (22,000)      (22,000)
  -----------------------------------------------------------------------------
  Balance December 31, 1994   85,474    182,000    138,459       405,933

  Net income - 1995               -          -      51,607        51,607
  Dividend paid to PG&E           -          -     (40,000)      (40,000)
  ------------------------------------------------------------------------------

  Balance December 31, 1995   85,474    182,000    150,066       417,540

  Net income - 1996               -          -      43,145        43,145
  Capital contribution
    from PG&E                     -      60,000         -         60,000
  Dividend paid to PG&E           -          -     (10,000)      (10,000)
  Foreign Currency Translation    -          -        (183)         (183)
  ------------------------------------------------------------------------------

  Balance December 31, 1996 $ 85,474   $242,000   $183,028      $510,502
  ------------------------------------------------------------------------------
  </TABLE>
  The accompanying Notes to Consolidated Financial Statements are an integral 
                              part of these statements. <PAGE>



  <PAGE>
                  Statements of Consolidated Cash Flows
  ------------------------------------------------------------------------
                                                  In Thousands
  ------------------------------------------------------------------------
  <TABLE>
  <CAPTION>
  <S>                                 <C>        <C>          <C>
  Years Ended December 31,                 1996       1995        1994
  ------------------------------------------------------------------------
  CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                           $  43,145   $  51,607    $  47,742
  Adjustments to reconcile net income  
   to net cash provided by operations: 
    Depreciation and amortization         42,602      35,058       40,606
    Deferred income taxes                 13,812       9,127       38,816
    Gas supply restructuring costs        30,531      39,580       30,770
    Allowance for equity funds used
     during construction                    (241)     (1,399)      (1,016)
    Changes in operating assets and
     liabilities (net of assets and
     liabilities acquired):
      Accounts receivable               (144,379)     (1,206)      (4,824)
      Accounts payable and accrued
       liabilities                       138,292      (2,021)     (18,889)
      Income tax receivable from PG&E         -           -        62,537
      Payable to PG&E                      1,740      (7,487)       6,630
      Accrued taxes                       (6,164)      1,269          413
      Regulatory accruals                (23,201)     20,109      (36,137)
      Other working capital               (1,382)     (1,917)      (1,802)
    Other - net                            1,546      (5,177)         (40)
  --------------------------------------------------------------------------
  Net cash provided by operating
      activities                          96,301     137,543      164,806
  --------------------------------------------------------------------------
  CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of State Gas Pipeline     (136,227)         -            -
  Acquisition of Energy Source, Inc.     (23,151)         -            -
  Construction expenditures              (34,204)    (76,143)     (51,556)
  Purchase of risk management assets        (646)         -            -
  Allowance for borrowed funds used
   during construction                      (256)     (1,167)        (878)
  --------------------------------------------------------------------------
  Net cash used in investment activities(194,484)    (77,310)     (52,434)
  --------------------------------------------------------------------------
  CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of PG&E notes, net                -           -       (47,000)
  Repayment of long-term debt            (65,555)   (801,611)     (11,219)
  Long-term debt issued                  141,850     715,662       25,000
  Long-term debt issuance costs             (827)     (5,241)        (281)
  Construction financing                      -       10,030        6,964
  Payments for swap termination               -       (3,898)          -
  Equity contribution from PG&E           60,000          -            -
  Dividend paid to PG&E                  (10,000)    (40,000)     (22,000)
  -------------------------------------------------------------------------
  </TABLE>

  <PAGE>
  <TABLE> 
  <CAPTION>
  <S>                                   <C>        <C>           <C>
  Net cash provided by (used in) 
   financing activities                  125,468   (125,058)      (48,536)

  ---------------------------------------------------------------------------
  NET CHANGE IN CASH AND CASH EQUIVALENTS 27,285    (64,825)       63,836
  CASH AND CASH EQUIVALENTS AT JANUARY 1   9,839     74,664        10,828
  ---------------------------------------------------------------------------
  CASH AND CASH EQUIVALENTS 
  AT DECEMBER 31                        $ 37,124   $  9,839      $ 74,664
  ----------------------------------------------------------------------------
  </TABLE>

  The accompanying Notes to Consolidated Financial Statements are an integral
                              part of these statements. <PAGE>

  <PAGE>
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,
                                 1996, 1995 AND 1994

  Note 1:  Summary of Business and Significant Accounting Policies

                           Corporate Restructuring - Effective January 1, 1997,
Pacific Gas Transmission Company ("PGT") became an indirect wholly owned
subsidiary of PG&E Corporation.  PG&E Corporation, incorporated in California in
1995, became the holding company for PGT's former parent company, Pacific Gas &
Electric Company ("PG&E").  PG&E's ownership interest in PGT and PG&E
Enterprises has been transferred to PG&E Corporation.  PGT's debt securities
were unaffected and remain securities of PGT.

        Basis of Presentation - The Consolidated Financial Statements include:

          Pacific Gas Transmission Company
          Pacific Gas Transmission Company's wholly owned businesses:
                                PGT Australia Pty Limited
                                Pacific Gas Transmission International, Inc. 
                                PGT Queensland Pty Limited
                                Energy Source, Inc. 

                           Pacific Gas Transmission Company and its subsidiaries
are referred to herein as the "Company."

                        The  consolidated  financial  statements  include  the
accounts of PGT and its wholly owned and controlled subsidiaries.  All
significant intercompany transactions have been eliminated.  Certain amounts in
the prior years' consolidated financial statements have been reclassified to
conform to the 1996 presentation.

                         The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions.  These estimates and assumptions affect the reported
amounts of revenues, expenses, assets, and liabilities and disclosure of
contingencies.  Actual results could differ from these estimates.

                         Business - The Company and its subsidiaries provide
natural gas transmission and marketing services.

                         Pacific  Gas  Transmission  Company  is  an  interstate
natural gas pipeline company which constructed, owns and operates an interstate
pipeline system which extends from the British Columbia - Idaho border to the
Oregon - California border, traversing Idaho, Washington and Oregon.

                        PGT's  principal  business  is  the  transportation  of
natural gas, primarily from supplies in Canada for customers located in the
Pacific Northwest, Nevada and California.  PGT's customers are principally local
retail gas distribution utilities, electric utilities that utilize natural gas
to generate electricity, natural gas marketing companies that purchase and
resell natural gas to end-use customers and utilities, natural gas producers,
and industrial companies.  PGT's customers are responsible for securing their
own gas supplies which are delivered to PGT's system.  PGT transports such
supplies either to downstream pipelines, which then transport such supplies to
the customers, or directly to the customers themselves.

                       In addition, during 1996 PGT expanded its core pipeline
business by purchasing a 389-mile pipeline in Australia (referred to as the PGT
Queensland Gas Pipeline or the "PGTQ Pipeline") and Energy Source, Inc.
("ESI"), a natural gas marketing company headquartered in Houston, Texas with

<PAGE> 

offices in the United States and Canada.  (See Note 2, "Acquisitions," below,
for further information.)

                         Risk  Management  -  Due  to  the  changing  business
environment, the Company's exposure to risks associated with changes in natural
gas commodity prices, interest rates, and foreign currencies is increasing.  To
manage these risks, PG&E Corporation has adopted a price risk management policy
which is also applicable to PGT and its subsidiaries and established an officer-
level price risk management committee.  PG&E Corporation's price risk management
committee oversees implementation of the policy, approves each price risk
management program, and monitors compliance with the policy.

                         These price risk management activities include the use
of derivatives.  Gains and losses on derivatives used for hedging purposes are
intended to offset losses and gains on the underlying hedged item.  Under hedge
accounting, changes in the market value of these transactions are deferred and
recognized as an addition to the income or expense of the underlying instrument
upon completion of the underlying transaction.  All 1996 transactions were
accounted for using hedge accounting.  (See Note 6, "Financial Instruments,"
below, for further information.)

                         Assets from risk management activities are primarily
cash on deposit with established brokerage firms and counterparties.  The
Company had $16.6 million in assets from risk management at December 31, 1996.

                         The majority of the Company's financing is done on a 
fixed-rate basis, thereby substantially reducing the financial risk associated 
with variable interest rate borrowings.  The Company has used financial 
instruments to minimize the effects of fluctuations in interest rates on certain
of its debt. (See Note 5, "Long-term Debt" and Note 6, "Financial Instruments,"
below.) 

                         The Company also uses a number of other techniques to
mitigate its financial  risk,  including  the  purchase  of  commercial 
insurance, and the maintenance of systems of internal control.  The extent to 
which these techniques are used depends on the risk of loss and the cost to
employ such techniques.  These techniques do not eliminate financial risk to
the Company.

                         Regulation - PGT's rates and charges for its natural
gas transportation business are regulated by the Federal Energy Regulatory
Commission ("FERC" or "Commission").  PGT's consolidated financial statements
reflect the ratemaking policies of the Commission in conformity with generally
accepted accounting principles for rate-regulated enterprises in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 71, "Accounting for
the Effects of Certain Types of Regulation."  This statement allows PGT to
record certain regulatory assets and liabilities which would be included in
future rates and would not be recorded under generally accepted accounting
principles for nonregulated entities.     Regulatory  assets  and  liabilities
represent future probable increases or decreases, respectively, in revenues to
be recorded by PGT associated with certain costs to be collected from customers
or amounts to be refunded to customers, respectively, as a result of the
ratemaking process.

                         Effective January 1, 1996, the Company adopted SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of."  SFAS No. 121 prescribes general standards for the
recognition and measurement of impairment losses.  In addition, it requires that
regulatory assets continue to be probable of recovery in rates, rather than only
at the time the regulatory asset is recorded.  Regulatory assets currently
recorded would be written off or reserved against if recovery is no longer
probable.  During 1996, in compliance with the adoption of this standard, PGT
recorded a reserve of $8.4 million ($5.2 million net of tax) against deferred
<PAGE> <PAGE>
relocation costs associated with the transfer of its corporate headquarters from
San Francisco to Portland, Oregon.  Management expects to pursue recovery of
these costs in future rate proceedings.

                           The following regulatory assets and liabilities were
reflected in PGT's Consolidated Balance Sheets:


    <TABLE>
    <CAPTION>
    <S>                                        <C>         <C>
                                                    In Thousands
    ------------------------------------------------------------------
    December 31,                                   1996         1995
    ------------------------------------------------------------------
    Regulatory Assets:
    Gas supply restructuring costs recoverable  $   -        $30,531
      Deferred charge on reacquired debt         14,859       16,064
      Income taxes recoverable                   26,016       26,740
      Deferred corporate relocation costs         8,377        7,403
      Fuel tracker                                5,977        1,467
      Pension costs                               4,560           -
      Postretirement benefit costs                2,750        2,912
      Other                                         -             23
    ------------------------------------------------------------------
    Total                                       $62,539      $85,140
    ------------------------------------------------------------------
    Regulatory Liabilities:
    Revenues subject to refund                  $    -       $23,201
    Other                                         1,010          415
    ------------------------------------------------------------------
    Total                                       $ 1,010      $23,616
    ------------------------------------------------------------------
    </TABLE>

                           Excluding the deferred corporate relocation costs, 
for which a reserve has been established, substantially all of PGT's net
regulatory assets are included in rates charged to customers and are being
amortized over future periods.

                           Cash Equivalents - Cash equivalents (stated at cost,
which approximates market) include working funds and short-term investments with
original maturities of three months or less.  At December 31, 1996, restricted
cash of $5.8 million consisted of certificates of deposit held in escrow as
collateral for ESI's outstanding letters of credit.  Restricted cash is not
included as a cash equivalent in the accompanying consolidated statements of
cash flows.

                           Property, Plant and Equipment - The costs of utility
plant  additions  for  PGT,  including  replacements  of  plant  retired,  are
capitalized.  Costs include labor, materials, construction overhead, and an
allowance for funds used during construction ("AFUDC").  AFUDC is the
estimated cost of debt and equity funds used to finance regulated plant
additions.  AFUDC rates, calculated in accordance with FERC authorizations, are
based upon the last approved equity rate and an imbedded rate for borrowed
funds.  The equity component of AFUDC is included in other income and the
borrowed funds component is recorded as a reduction of interest expense.  Costs
of repairing property and replacing minor items of property are charged to
maintenance expense.  The original cost of plant retired plus removal costs,
less salvage, is charged to accumulated depreciation upon retirement of plant in
service.

<PAGE>
                           For financial reporting purposes, PGT's utility plant
in service is depreciated using a straight-line remaining-life method as
approved by the FERC. 

                         Upon acquisition, the assets of the PGTQ Pipeline were
recorded at their fair value.  Subsequent asset additions are recorded at cost.
For financial reporting purposes, these assets are depreciated over their
estimated useful lives using a straight-line method.

                           Goodwill - Goodwill consists of the cost in excess of
net assets acquired for ESI which is being amortized on a straight-line basis
over 15 years.

                         Unamortized  Debt  Expense  and  Gains  or  Losses  on
Reacquired Debt - PGT's debt issuance costs are amortized over the lives of the
issues to which they pertain.  Unamortized debt cost and gains or losses
associated with refinanced debt are amortized over the life of the new debt
consistent with PGT's ratemaking treatment.

                           Revenues - PGT's operating revenues are recorded as
services are provided based on rate schedules approved by the FERC (see Note 3,
"Natural Gas Matters," and Note 9, "Commitments and Contingencies," below).
Pursuant to FERC policy, PGT is allowed to place into effect rates related to
rate proceedings, subject to refund.  Management estimates amounts subject to
refund to customers and defers these amounts in a Reserve for Pending Regulatory
Issues on the Consolidated Balance Sheet.

                           Income  Taxes  -  The  Company  is  included  in  the
consolidated federal income tax return filed by PG&E.  For financial reporting
purposes, income taxes are allocated to PGT and its subsidiaries on a modified
separate return basis, to the extent such taxes or tax benefits can be utilized
by PG&E in the consolidated return.

                         Foreign Currency Translation - Financial statements for
foreign subsidiaries are translated into United States dollars at year-end
exchange rates for assets and liabilities and weighted average exchange rates
for revenues and expenses.  Any resulting translation adjustment is recorded as
a component of common stock equity.

                           Statements of Consolidated Cash Flows - Cash paid for
interest, net of amounts capitalized, totaled $40.9 million in 1996, $49.9
million in 1995, and $38.6 million in 1994.  Payments to PG&E for income taxes
totaled $25.6 and $29.8 million in 1996 and 1995, respectively.  Cash received
from PG&E for income taxes totaled $79.2 million in 1994.  

                           In 1994, PG&E converted $50 million of its Gas Supply
Restructuring (GSR) Notes to additional paid-in capital of the Company.  For
purposes of the Statements of Consolidated Cash Flows, this has been treated as
a noncash transaction.

Note 2:  Acquisitions

                           Building  upon  its  expertise  in  the  natural  gas
industry, PGT is expanding its core pipeline business by pursuing domestic and
international business development opportunities which focus on the midstream
segment of the natural gas industry.  The midstream segment includes the
gathering, processing, storing, transporting, and marketing of natural gas.  It
excludes exploration and production of natural gas and local distribution to
customers.

  <PAGE>
                          Consistent with this strategy, during 1996, PGT 
established the PGT Queensland Unit Trust ("PGT Trust"), created under the laws 
of Australia, to hold all of the assets comprising the Queensland State Gas 
Pipeline from the Government of the State of Queensland, Australia.  The 
pipeline is referred to as the PGT Queensland Gas Pipeline ("PGTQ Pipeline"). 
The PGT Trust is owned by two wholly owned subsidiaries  of  PGT  -  Pacific  
Gas Transmission International, Inc.("PGT International"), a California 
corporation, and PGT Queensland Pty Limited ("PGT Queensland"), an Australian 
corporation.  PGT Queensland operates the pipeline.  In addition, PGT also 
established another wholly owned subsidiary, PGT Australia Pty Limited 
("PGT Australia"), an Australian corporation, to pursue new business development
opportunities in Australia and to serve as trustee of the PGT Trust.

                           The pipeline, which began operations in 1990, extends
389-miles  from  Wallumbilla  to  Gladstone  and  Rockhampton  in  Queensland,
Australia.  The pipeline was operated by the Government of the State of
Queensland to provide natural gas transportation service to customers in its
vicinity.  PGT Queensland intends to continue such operations.

                          The purchase price, including related stamp duty taxes
and acquisition costs, for the PGTQ Pipeline was approximately $136 million.

                           The acquisition of the PGTQ Pipeline by the PGT Trust
was financed through a combination of equity contributions from PGT and
aggregate loan proceeds of $92 million drawn under recourse and non-recourse
loan agreements (see Note 5, "Long-term Debt," and Note 6, "Financial
Instruments," below).

                           The PGTQ Pipeline had assets of approximately $138
million at December 31, 1996 and revenues of approximately $6 million for the
six months ended December 31, 1996.

                           During 1996, PGT also acquired ESI's gas marketing
operations  in the United States and Canada.  ESI has offices in Houston,
Calgary, Tulsa, Pittsburgh and New York with a customer base in the Northeast
and Midwest regions of the United States.

                         The purchase price, paid in cash, was approximately $23
million plus working capital.  PGT plans on continuing the marketing operations
of ESI.  ESI had assets of approximately $463 million at December 31, 1996 and
revenues of approximately $281 million for the one month ended December 31,
1996.

                           The acquisitions of the PGTQ Pipeline and ESI were
accounted for by the purchase method.  The PGTQ Pipeline's results of operations
have been included in the consolidated results of operations beginning July 1,
1996, and ESI's results have been included in the Company's results of
operations beginning December 1, 1996.  The following unaudited pro forma
summary combines the consolidated results of operations of PGT with the PGTQ
Pipeline and ESI as if their acquisitions had occurred at the beginning of 1995.
This information is presented for informational purposes only and is not
necessarily indicative of the operating results that would have occurred had the
acquisitions been consummated as of the beginning of 1995, nor are they
necessarily indicative of future operating results.

  (Dollars in Millions)(unaudited)     1996         1995
  ---------------------------------   -------      ------
  Total operating revenues           $ 1,403       $ 449
  Operating income                   $   127       $ 130
  Net income                         $    46       $  51
  <PAGE>
                           The  significant  pro  forma  increase  in  operating
revenues reflects the impact of ESI's gas marketing activities; these activities
were significantly higher in 1996 than in 1995 due to ESI's efforts to increase
sales volumes.


Note 3:  Natural Gas Matters 

                           Until November 1993, when Order 636 was implemented,
PGT purchased all of its Canadian natural gas supply for resale to PG&E from
A&S, pursuant to a gas sales agreement between A&S and PGT and a sales service
agreement between PGT and PG&E, both of which extended through the year 2005.
A&S had commitments to purchase minimum quantities of natural gas from over 200
Canadian gas producers under various long-term contracts, most of which extended
through 2005.  As a result of the regulatory restructuring pursuant to Order
636, PGT, PG&E, A&S and various Canadian gas producers selling gas to A&S
entered into agreements (collectively, the "Decontracting Plan") under which
PGT terminated its gas sales agreement with A&S, its sales service agreement
with PG&E, and A&S terminated its contracts with the gas producers.

       Under the Decontracting Plan, in return for settlement payments of $210.1
million, the producers released A&S, PGT, and PG&E from any claims they may have
had that resulted from the termination of the former arrangements, as well as
any claims for losses arising from alleged historical shortfalls in gas taken by
A&S.  In addition to the producers' settlement payments, PGT paid A&S $29.6
million for costs incurred by A&S related to both the termination of the sales
agreement between A&S and PGT, and the implementation of the Decontracting Plan.

                         The FERC approved the recovery of $168.5 million of the
total $239.7 million of gas supply restructuring costs ("GSR") incurred by PGT
through a transition cost recovery mechanism ("TCRM").  The difference of
$71.2 million was reflected as a net charge to expense from 1992 through 1995.
Recovery of approved GSR costs began in 1993, with PGT completing recovery of
such costs in 1996 with the collection of the remaining $30.5 million.

                           Also, in 1996, the CPUC sought judicial review of the
FERC's orders in Public Utilities Commission of the State of California v. FERC,
D.C. Circuit Case No. 96-1022.  However, in the settlement of the 1994 rate
case, discussed in Note 9, "Commitments and Contingencies," below, the CPUC
agreed to withdraw its petition for judicial review in consideration for PGT's
agreement to reduce PG&E's direct bill by $3.18 million and refund this amount
to PG&E.  The CPUC moved to withdraw its petition and, on October 28, 1996, the
Court granted the withdrawal.  On November 7, 1996, PGT refunded the $3.18
million to PG&E.  This aspect of the settlement is the subject of one of the
pending rehearing applications discussed above.  PGT does not expect the FERC to
modify its settlement as a result of this issue.


Note 4:  Related Party Transactions

                           The Company invests its available cash balances with,
or borrows from, PG&E on an interim basis pursuant to a pooled cash management
arrangement.  The principal amount of this investment is payable upon demand.
The balance invested with PG&E at December 31, 1996 and 1995 was $9.2 million
and $9.6 million, respectively (included in "Cash and Cash Equivalents" on the
Consolidated Balance Sheets), at an interest rate of 5.4 percent and 5.8
percent, respectively. The interest rate on these cash investments or borrowings
averaged 5.4 percent in 1996, 6.6 percent in 1995, and 5.0 percent in 1994.  The
related interest income was $0.3 million in 1996, $0.9 million (net of $0.6
million interest expense) in 1995, and $3.1 million in 1994.

<PAGE>
                           PG&E performs certain administrative services on 
behalf of PGT for which it has charged PGT approximately $0.2 million in 1996, 
$0.3 million in 1995, and $0.5 million in 1994.  Such amounts are included in
PGT's operating expenses.


Note 5:  Long-term Debt
<TABLE>
<CAPTION> 
  <S>                                                <C>       <C>

                                                        In Thousands
  ------------------------------------------------------------------------
  December 31,                                          1996     1995
  ------------------------------------------------------------------------
  PGT 1995 Refinancing
       Senior Unsecured Notes, due 2005                $249,792  $249,767
       Senior Unsecured Debentures, due 2025            147,545   147,458
       Medium Term Notes, due 2000 to 2003               70,000    70,000
       Commercial Paper                                 108,087   108,607
  ------------------------------------------------------------------------
           Subtotal                                     575,424   575,832
  PGT Australia, due 2001                                90,850        -
  PGT Capital Lease Obligation                           17,159    16,994
  Current Portion of PGT Capital Lease Obligation          (384)     (355)
  ------------------------------------------------------------------------
  Long-term debt included in capitalization            $683,049  $592,471
  ------------------------------------------------------------------------
  </TABLE> 

  <PAGE>
                         The following summarizes the annual maturities of long-
term debt for the next five years:


                  Year ending December 31, In Thousands
                  ----------------------------------------
                  1997                    $       384
                  1998                    $       419
                  1999                    $       457
                  2000                    $   139,893
                  2001                    $    91,393


                         1995 Refinancing -  On May 31, 1995, PGT completed the
sale  of  $400  million  of  debt  securities  through  a  $700  million  shelf
registration under the Securities Act of 1933.  PGT issued  $250 million of 7.10
percent 10-year senior unsecured notes due June 1, 2005, and $150 million of
7.80 percent 30-year senior unsecured debentures due June 1, 2025.  The 10-year
notes were issued at a discount to yield 7.11 percent and the 30-year debentures
were issued at a discount to yield 7.95 percent.  The 30-year debentures are
callable after June 1, 2005, at the option of PGT.

                           On May 31, 1995, PGT also issued $200 million of
commercial paper, of which $108 million was outstanding as of December 31, 1996,
at an average rate of 5.64 percent.  The average balance during 1996 was $78.3
million at an average rate of 5.8 percent.  The commercial paper is backed by a
$200 million revolving bank credit agreement which expires May 30, 2000.  This
agreement was amended during 1996 to allow for a total of $70 million in letters
of credit for PGT or its subsidiaries out of the $200 million.  The annual fee
for this facility is $200,000 plus a fee based on the amount of outstanding
letters of credit.  In accordance with the credit agreement, PGT must not permit
the ratio of total debt to total capitalization to exceed 70 percent and must
not permit its tangible net worth to be less than $325 million.  There were no
letters of credit outstanding under this agreement at December 31, 1996.

                           The commercial paper is classified as long-term debt
based upon the availability of committed credit facilities expiring in the year
2000 and management's intent to maintain such amounts in excess of one year.  At
December 31, 1996, PGT was in compliance with all terms and conditions of the
credit agreement and the bond indentures.

                         Proceeds from the issuance of the notes, debentures and
commercial paper in May 1995, were used to retire $600 million of long-term debt
which was then outstanding.

                         On July 5, 1995, PGT completed the sale of $70 million
of medium-term notes under the shelf registration.  The notes were issued at an
average maturity of 6.2 years at an average yield of 6.76 percent.  Proceeds
from the issuance of the notes were used to repay $70 million of outstanding
commercial paper.

                         1993  Bank  Financing  -  PGT  secured  long-term  debt
financing from a consortium of banks pursuant to a loan agreement dated April
30, 1993.  Under the loan agreement, PGT borrowed $673 million to finance the
pipeline expansion and the existing system.  The debt was guaranteed by PG&E.
The weighted average rate of interest on this loan during 1995, 1994 and 1993
was 8 percent, 6.7 percent and 4.1 percent, respectively.

                        The interest rate on the debt (which ranged from 4
percent to 8.4 percent in 1994 and 1995) was at a floating rate subject to
periodic determination in accordance with the terms of the loan agreement and
<PAGE> 
varied depending on the nature and the length of the borrowings, but was
generally tied to the bank's base rate, domestic certificate of deposit rates,
or the applicable London Interbank Offered Rates (LIBOR) for maturities ranging
from one to twelve months.  From March through July 1994, PGT executed a series
of interest rate swap transactions which effectively converted $639 million of
the floating rate debt to a fixed rate.  The remaining debt outstanding at
December 31, 1994, which represented the principal payments due in 1995, was
fixed by utilizing options available to PGT under the loan agreement.

                         The swap agreements were terminated in 1995, concurrent
with the refinancing of the bank debt described above.  As a result of decreases
in interest rates in 1995, PGT incurred a $3.9 million net loss from the early
termination of the swap agreements, which was deferred and is being amortized
over the average life of the new debt.

                           Capital Lease Obligation - PGT leases its corporate
office building in Portland, Oregon under a  20-year lease terminating in the
year 2015.  Payments under the lease total $1.9 million per year and approximate
the debt service payments on the debt issued to finance the $17 million cost of
the building.  In addition, PGT is obligated to pay operating costs, taxes and
insurance for the building.  PGT does not have the option to extend the lease
beyond twenty years, but may at any time purchase the building for approximately
the balance of the debt outstanding used to finance the building.  PGT must
purchase the building at the end of the lease term.

                           Based on the provisions of the lease agreement, PGT
accounts for the obligation as a capital lease.  The total future commitments
are $35.3 million with a principal portion of $17.2 million.  The effective
interest rate inherent in the lease is 8.8 percent.

                         PGT Australia - The non-recourse loan agreement between
PGT Australia, in its capacity as trustee of the PGT Trust, and a group of
lenders, provided for loans denominated in both United States and Australian
dollars totaling approximately $60 million.  Repayment of amounts outstanding
under the non-recourse agreement is secured by a first mortgage and first
security interest in substantially all of the assets held by the PGT Trust (with
certain limited exceptions), but is otherwise non-recourse to PGT Australia, PGT
International, PGT Queensland, and PGT.

                           PGT Australia, in its trustee capacity, also entered
into a recourse loan agreement with a group of lenders providing for loans in
U.S. dollars in the amount of $40 million.  Repayments of amounts outstanding
under the recourse agreement are not secured by mortgage or security interests
in the assets of the PGT Trust.

                         In connection with this financing, PG&E, the parent of
PGT at that time, entered into a Capital Infusion Agreement with PGT under which
PG&E has agreed to make additional capital contributions to PGT, under certain
circumstances, in an aggregate amount not exceeding $40 million.  PGT has
assigned its rights under the Capital Infusion Agreement to the facility agent
for the lenders under the Recourse Facility Agreement.  Equity contributions
made by PG&E during 1996 were made independent of the Capital Infusion
Agreement.

                           In the event of a default by PGT Australia on its
obligations under the Recourse Facility Agreement, the facility agent may cause
PG&E to pay directly to the Facility Agent, as agent for and on behalf of the
lenders under the Recourse Facility Agreement, all amounts due thereunder up to
PG&E's maximum obligation under the Capital Infusion Agreement.  In certain
circumstances, an unconditional guaranty by PGT may be substituted for the
Capital Infusion Agreement as credit support for the PGT Trust's obligations
<PAGE>
under the recourse agreement.  In addition, PGT has issued a guarantee in favor
of the Facility Agent with respect to all interest, fees, expenses, and other <PAGE>
obligations under the recourse agreement, other than principal, in an aggregate
amount not to exceed $2 million.  PGT International has guaranteed the repayment
in full by the PGT Trust of all amounts payable under the recourse agreement.

                           ESI - During 1996, ESI established a $35 million line
of credit  which also supports its letters of credit with vendors.  During 1996,
there were no draws on this line of credit.  At December 31, 1996, total
outstanding letters of credit were $19.0 million with maturities ranging from
one to four months.  These letters of credit were issued under ESI's separate
credit agreements which have been subsequently terminated.  The Company has
amended its bank credit agreement to allow for a total of $70 million in letters
of credit to be issued for PGT or its subsidiaries.

                           Fair Value  - At December 31, 1996, the Company's
primarily fixed rate long-term debt had a carrying value of $683.4 million and
had an estimated fair market value of $691.9 million.  At December 31, 1995, the
Company's primarily fixed rate long-term debt had a carrying value of $592.8
million and had an estimated fair market value of $630.2 million.  The estimated
fair value of long-term debt was based upon quoted market prices.

Note 6:  Financial Instruments

                         General - The Company uses certain financial derivative
instruments in its risk management activities.  Derivative instruments used in
hedging activities are matched to existing assets, liabilities, or transactions
with the objective of mitigating financial exposure to changes in the price of
energy commodities and interest rates.   Gains and losses on derivative
instruments offset losses and gains on the hedged item.

                         Financial  derivatives  involve,  to  varying  degrees,
credit and market risk.  With regard to credit risk, the Company may be exposed
to loss in the event of non-performance by a counterparty.  The credit risk of
futures contracts, which are traded on the NYMEX, is limited due to the daily
cash settlement of the net change in the value of open contracts and because of
NYMEX  procedures.    The  potential  credit  risk  for  swap  agreements  is
substantially higher, as it depends on the type of counterparties involved,
since daily cash settlements are not required.  The Company maintains credit
policies  with  regard  to  its  counterparties  that  management  believes
significantly minimize overall credit risk.  These policies include a thorough
review of the financial statements of counterparties on a regular basis and,
when  necessary,  require  that  collateral  such  as  letters  of  credit  be
maintained.  In addition, the Company sets limits as to the level of exposure
with each counterparty.

                         With regard to market risk, the possibility of a change
in commodity prices, interest rates, and foreign exchange rates will cause the
value of a financial instrument to decrease or its obligations to become more
costly to settle.  In hedging activities, when derivatives are used for the
purpose of risk management, the Company's exposure to market risk is limited
because the gains and losses on the derivatives offset the losses and gains on
the asset, liability, or transaction being hedged.

                           Commodity Price Contracts - ESI generally attempts to
balance its fixed-price physical and financial purchase and sales contracts in
terms  of  contract  volumes  and  the  timing  of  performance  and  delivery
obligations.  However, net open positions often exist or are established due to
the origination of new transactions and ESI's assessment of, and response to,
changing market conditions.  Additionally, ESI will at times create a net open
<PAGE>
position or allow a net open position to continue when it believes, based upon
competitive information gained from its energy marketing activities, that future
price movements will be consistent with its net open position.  To the extent
ESI has a net open position, it is exposed to the risk that fluctuating market <PAGE>
prices may adversely impact its financial position or results of operations.
The Company closely monitors and manages its exposure to market risk.  Policies
are in place that are designed to limit the Company's exposure.  Procedures
exist which allow senior management to monitor ESI's commitments and positions
on a daily basis.

                           The following table sets forth ESI's contract amount
and term for all instruments held for price risk management purposes at December
31, 1996:

  <TABLE>
  <CAPTION>
  <S>            <C>      <C>       <C>      <C>       <C>       <C>
   (Dollars in    Notional Estimated             Fixed Price       Deferred
   Thousands)     Amounts   Fair     Maximum   ----------------      Gain
  Description     (MMcf)    Value     Term    Payor     Receiver    (Loss)
  -----------    -------- ---------  -------  -----     --------   --------
  Fixed-price
    swaps:         89,920  $  (565)  12 mos.  25,720     64,200        -

  Basis Swaps:     59,728  $   (99)  21 mos.  15,613     44,115        -

  Options:         37,810  $(2,061)  12 mos.  18,740     19,070    $ 4,429

  Futures:         26,730  $ 4,040   17 mos.  18,790      7,940    $(3,781)

  </TABLE>
                           The market price used to value these transactions
reflects management's best estimate of market prices considering various factors
underlying the commitments.

                         Interest Rate Swap Agreements - In connection with the
financing of the acquisition of State Gas Pipeline's assets, PGT Australia, in
its capacity as trustee of the PGT Queensland Unit Trust, entered into interest
rate swap agreements with domestic and international banks, under which the
underlying LIBOR or Australian Bank Bill ("BBSW") components of the floating
rate interest payment obligations were swapped for fixed rate interest payment
obligations as described below:

  <TABLE>
  <CAPTION>
  (Dollars in Millions)                        December 31, 1996
  -----------------------------------------------------------------------------
  <S>                      <C>      <C>       <C>       <C>    <C>      <C>
                                                                        Deferred
                           Notional  Effective Maturity  Fixed  Floating  Gain
    Type                    Amounts    Date    Date      Rate     Index   (Loss)
 ----------               --------  --------- --------  ----- --------  --------
  Fixed for
    Float                   US$22    7/1/96    7/3/01    6.684%  6mLIBOR  $(0.4)

  Fixed for
    Float                   US$45    7/1/96    7/3/01    6.700%  6mLIBOR  $(0.9)

  Fixed for
    Float                    A$13    7/2/96    7/2/01    8.718%  6mBBSW   $(0.9)
  </TABLE>
  <PAGE>

                         PGT  Australia's  payment  obligations  for  the  swap
agreements related to the recourse debt are guaranteed by PGT up to an amount
not exceeding US$9 million. 

Note 7:  Income Taxes

                         The significant components of income tax expense were:
   <TABLE>
   <CAPTION>
   <S>                               <C>       <C>         <C>

                                             In Thousands
     --------------------------------------------------------------------------
     Years ended December 31,           1996       1995        1994
     --------------------------------------------------------------------------
     Current     - Federal            $13,821    $18,832     $(3,792)
                 - State                1,282      3,404      (5,017)
     --------------------------------------------------------------------------
                Total current          15,103     22,236      (8,809)
     --------------------------------------------------------------------------
     Deferred    - Federal             12,314      9,152      29,569
                 - State                1,497        (25)      9,247
     --------------------------------------------------------------------------
                Total deferred         13,811      9,127      38,816
          ---------------------------------------------------------------------
     Investment tax credit amortization   (25)       (25)       (25)
     --------------------------------------------------------------------------
          Total income tax expense    $28,889    $31,338     $29,982
     --------------------------------------------------------------------------
     </TABLE>
                                            
<PAGE>
The differences between reported income taxes and tax amounts determined by
applying the federal statutory rate of 35 percent to income before income tax
expense were:
     <TABLE>
     <CAPTION>
      <S>                                <C>     <C>      <C>
                                                In Thousands
      ----------------------------------------------------------------
      Years ended December 31,              1996     1995    1994
      ----------------------------------------------------------------
      Expected federal income tax expense  $25,212  $29,031  $27,203
      Increase (decrease) in income tax 
        expense resulting from:
         State income taxes, net of
           federal benefit                   2,436    2,198    2,749
         Non-deductible foreign losses         745       -        -
         Allowance for equity funds used
           during construction                 364       22     (113)
         Other                                 132       87      143
      ----------------------------------------------------------------
              Total income tax expense     $28,889  $31,338  $29,982
      ----------------------------------------------------------------
      </TABLE>                                                           
The significant components of net deferred income tax liabilities were as
follows:
<TABLE>
<CAPTION>
                                              In Thousands
<S>                                       <C>       <C>
   ---------------------------------------------------------------
  December 31,                                1996        1995
   ---------------------------------------------------------------
  Deferred income tax assets:

  Deferred income taxes - current
    reserve for regulatory issues           $  2,478   $   10,042
   ---------------------------------------------------------------
  Deferred income tax liabilities:
    Deferred income taxes - current
          Gas supply restructuring costs    $     -    $  (11,758)
   ---------------------------------------------------------------
      Total deferred income taxes - current    2,478       (1,716)
   ---------------------------------------------------------------
    Deferred income taxes - noncurrent
          Plant in service                  (126,601)    (109,242)
          Debt financing costs                (5,725)      (6,187)
          Other                               (2,309)      (1,924)
   ----------------------------------------------------------------
      Total deferred income taxes -           
            noncurrent                      (134,635)    (117,353)
   ----------------------------------------------------------------
  Total deferred income tax liabilities     (134,635)    (129,111)
  -----------------------------------------------------------------
             Net deferred income taxes     $(132,157)   $(119,069)
  -----------------------------------------------------------------
  Classification of net deferred income taxes:
       Included in current assets          $   2,478    $      -
       Included in current liabilities            -        (1,716)
       Included in deferred credits         (134,635)    (117,353)
  -----------------------------------------------------------------
           Net deferred income taxes       $(132,157)   $(119,069)
  -----------------------------------------------------------------
  </TABLE> 

  <PAGE>
  Note 8:  Employee Benefit Plans

                          Retirement Plan  -  Until  January  1,  1996,  through
participation in PG&E's multiple-employer defined benefit pension plan, PGT
provided a noncontributory defined benefit pension plan covering substantially
all employees.  The retirement benefits under this plan were based on years of
service and the employee's base salary.  Effective as of January 1, 1996, plan
assets and liabilities attributable to PGT were allocated to a new separate PGT
defined benefit pension plan.  The benefits under the new PGT plan are
substantially the same as those provided under the PG&E plan.

                         PGT realized a liability of $3.9 million as a result of
the allocation of plan assets and liabilities from the PG&E combined plan to the
PGT plan.   In conformity with accounting for rate-regulated enterprises,
regulatory adjustments have been recorded for the difference between utility
pension cost determined for accounting purposes and that for ratemaking, which
is based on a funding approach.  PGT's policy is to fund each year not more than
the maximum amount deductible for federal income tax purposes and not less than
the minimum legal funding requirement.  Plan assets consist primarily of common
stock, fixed-income securities, and cash equivalents.

                           Prior to 1996, the actuarial determination of net
pension expense for the retirement plan was performed on the PG&E consolidated
parent company level.  As such, PGT does not have requisite information
necessary to present the 1995 and 1994 disclosures for pension expense as
required by SFAS NO. 87, "Employers' Accounting for Pensions."

                          Using the projected unit credit actuarial cost 
method, net pension expense consisted of the following components:
 <TABLE>
 <CAPTION>
 <S>                            <C>       <C>     <C>
                                      In Thousands
  ------------------------------------------------------
 Years ended December 31,         1996    1995     1994
  -----------------------------   ------ ------- ------
 Service cost                     $ 1,583   N/A    N/A
 Interest cost                      1,827   N/A    N/A
 Return on plan assets             (4,492)  N/A    N/A
 Net amortization and deferral      1,735   N/A    N/A
  ------------------------------------------------------
      SFAS No. 87 pension cost        653   N/A    N/A
 Deferral of costs                   (653)  N/A    N/A
 Amortization of regulatory asset       -   N/A    N/A
  ------------------------------------------------------
      Net pension cost            $     -   N/A    N/A
  ------------------------------------------------------
</TABLE>

The following table reconciles the plan's funded status to the pension liability
recorded on the Consolidated Balance Sheet:

  <TABLE>
  <S>                                      <C>          <C>
                                              In Thousands
  --------------------------------------------------------------
  Years ended December 31,                    1996        1995
  -------------------------------           -------     -------
  Vested benefit obligation                  $19,398    $16,883
  ---------------------------------------------------------------
  <PAGE>
  <S>                                     <C>         <C>
  Accumulated benefit obligation             $21,020    $19,159 
  ---------------------------------------------------------------
  Funded status as of December 31:
       Plan assets at fair value             $32,379    $28,239
       Projected benefit obligation 
        for service rendered to date          27,259     26,017
  ---------------------------------------------------------------
  Funded status                                5,120      2,222
  Unrecognized net gain                      (10,489)    (6,816)
  Unrecognized net liability at
       transition                                534        605
  Unrecognized prior service costs               286         81
  ---------------------------------------------------------------
  Total deferred pension liability           $(4,549)   $(3,908)
  ---------------------------------------------------------------
  Total deferred regulatory asset            $ 4,560    $    -
  ---------------------------------------------------------------
  Discount rate                                 7.50%     7.25%
  --------------------------------------------------------------
  Expected long-term return on 
       plan assets                              9.00%     9.00%
  --------------------------------------------------------------
  Rate for compensation increases               5.00%     5.00%
  --------------------------------------------------------------
 </TABLE>

                           Savings  Fund  Plan  -    PGT  provides  a  defined
contribution pension plan to which employees with at least six months to one
year of service may make contributions of up to 15 percent of their covered
compensation on a pretax or after-tax basis.  These contributions, up to a
maximum of 6 percent of covered compensation, are eligible for matching PGT
contributions at specified rates.  These benefits were provided in conjunction
with PG&E through December 31, 1994, and through PGT's separate stand-alone
plans effective January 1, 1995.  The cost of PGT's contributions was charged to
expense and to plant in service, and totaled $0.6 million, $0.6 million and $0.5
million for 1996, 1995 and 1994, respectively.

                         Postretirement  Benefits  Other  Than  Pensions  -  PGT
provides a contributory defined benefit medical plan for retired employees and
their eligible dependents and a noncontributory defined benefit life insurance
plan for retired employees. Substantially all employees retiring at or after age
55 who began employment with PGT prior to January 1, 1994, are eligible for
these benefits.  The medical benefits are provided through plans administered by
an insurance carrier or a health maintenance organization.  Certain retirees are
responsible for a portion of the cost based on the past claims experience of
PGT's retirees.

                           Effective January 1, 1993, PGT adopted SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions," which
requires accrual of the expected cost of these benefits during the employees'
years of service.  The assumptions and calculations involved in determining the
accrual closely parallel pension accounting requirements.  These costs are
charged to expense and to plant in service.  PGT previously recognized these
benefit costs when paid and funded, which was consistent with ratemaking.

                           In December 1992, the FERC issued a "Statement of
Policy on Post-Employment Benefits Other Than Pensions" which addresses the
Commission's general policy regarding the recovery of the costs of these
benefits through rates.  The Commission's policy provides for the recognition,
as a component of cost-based rates, of allowances for prudently incurred costs
of such benefits when determined on an accrual basis that is consistent with the
accounting principles set forth in SFAS No. 106, subject to certain funding
conditions.  Additionally, the difference between the costs determined pursuant
to accounting practices previously followed and SFAS No. 106 accruals may be 
deferred from the time SFAS No. 106 is adopted until a general rate case is
filed and new rates are placed into effect that include the SFAS No. 106 cost on
a full accrual basis.  The regulatory asset created from the deferral of costs
is to be amortized over a period not to exceed 20 years beyond the SFAS No. 106
adoption date.  Amortization of the regulatory asset will be eligible for
recovery in future rates.

                           In  accordance  with  the  Commission's  policy,  PGT
deferred $1.3 million in 1994, and $1.8 million in 1993, representing the
difference between the amount accrued pursuant to SFAS No. 106 and the previous
method, from January 1, 1993, when SFAS No. 106 was adopted until September 1,
1994, when such costs were reflected in rates.  PGT began amortizing deferred
postretirement benefit costs in September 1994. Due to regulatory treatment,
adoption of  SFAS No. 106 did not have a material effect on PGT's financial
position, liquidity or results of operations.

                           As required by the Commission's policy, in 1995, PGT
began funding, in an interest-bearing escrow account, the SFAS No. 106 revenues
collected in rates.  The amount funded in 1995, net of benefit payments, totaled
$2.2 million and was invested in three-month U.S. Treasury bills.  Once PGT's
rates in the 1994 rate case became final, PGT established an irrevocable trust
for funding all benefit payments.  The total contribution to the trust was $4.1
million in 1996, which included the transfer of funds from the escrow account
related to 1995 funding.

                          Using the projected unit credit actuarial cost method,
PGT's net postretirement medical and life insurance cost, pursuant to SFAS No.
106, consisted of:
  <TABLE>
  <CAPTION>
  <S>                           <C>       <C>      <C>        
                                       In Thousands
   ----------------------------------------------------------
   Years ended December 31,         1996   1995     1994
   ----------------------------------------------------------
   Service cost                  $  346    $ 432   $  579
   Interest cost                    691      770      843
   Return on plan assets             (1)      (9)      (7)
   Amortization of transition
     obligation                     461      461      561
   Net amortization and deferral   (168)     (94)      -
   ----------------------------------------------------------
   Actuarial postretirement 
     benefit cost                 1,329    1,560    1,976
   Deferral of costs                 -        -    (1,315)
   Amortization of regulatory asset 162      162       54
   ----------------------------------------------------------
   Net postretirement benefit
     cost                        $1,491   $1,722  $   715
   ---------------------------------------------------------
  </TABLE>

                           The following table reconciles the medical and life
insurance plans' funded status to the postretirement benefit liability recorded
on the Consolidated Balance Sheet:
                            
 <PAGE>
 <TABLE>
 <S>                                    <C>       <C>
                                             In Thousands
   -----------------------------------------------------------
   December 31,                             1996      1995
                                           -------    -------
   Accumulated postretirement 
    benefit obligation: 
     Retirees                            $(4,381)  $(4,313)
     Other fully eligible participants    (2,065)   (2,018)
     Other active plan participants       (3,594)   (3,730)
   -----------------------------------------------------------
   Total accumulated postretirement         
    benefit obligation                   (10,040)   (10,061)
   Plan assets at market value             4,123        115
   -----------------------------------------------------------
   Accumulated postretirement benefit 
    obligation in excess of plan assets   (5,917)   (9,946)
   Unrecognized transition obligation      7,383     7,844
   Unrecognized net gain                  (3,467)   (2,871)
   -----------------------------------------------------------
     Accrued postretirement liability    $(2,001)  $(4,973)
   -----------------------------------------------------------
</TABLE>

                         In  accordance  with  SFAS  No.  106,  PGT  elected  to
amortize  the  estimated  transition  obligation  at  January  1,  1993,  of
approximately $11.2 million over 20 years beginning in 1993.  The amortization
in 1996 and 1995 was based upon a revised estimated transition obligation of
$8.3 million.

                         The actuarial assumptions used in 1996 and 1995 to
determine the benefit obligations and costs for postretirement benefits other
than pensions include a weighted average discount rate of 7.25 percent and 7.00
percent, respectively; and for both years, a weighted average expected long-term
rate of return on plan assets of 8.00 percent and a rate of increase in future
compensation levels of 4.00 percent.

                           The assumed health care cost trend rate in 1996 is
approximately 10 percent, trending down to an ultimate rate in 2005 of
approximately 6 percent. The effect of a one-percentage-point increase in the
assumed  health  care  cost  trend  rate  would  increase  the  accumulated
postretirement benefit obligation at December 31, 1996, by approximately $1.3
million  and  the  1996  annual  aggregate  service  and  interest  costs  by
approximately $0.2 million.

Note 9:  Commitments and Contingencies

                         Capital Requirements - PGT continues to require capital
for additions to its facilities and to maintain and enhance the efficiency and
reliability  of  existing  transmission  facilities.   Requirements  for  these
purposes, including AFUDC debt and equity, were $34.6 million for 1996.  PGT's
capital requirements for 1997 are estimated to be $57.6 million.  The $23.0
million increase in projected capital expenditures in 1997 compared with actual
expenditures in 1996 is primarily due to carryover items and the cost to replace
existing turbines with high efficiency gas turbine units.  In addition, capital
expenditures related to system expansions, maintenance and new projects for PGT
Queensland/PGT Australia and ESI are estimated to be $33.9 million during 1997.

<PAGE>
                           Operating Lease Commitments - Operating lease expense
amounted to $0.8 million in 1996, $1.6 million in 1995, and $2.2 million in
1994.  Future minimum payments for operating leases are:

          Years ending December 31,    In Thousands
          --------------------------------------------
            1997                        $   1,024
            1998                              637
            1999                              582
            2000                              506 
            2001                              341
            Thereafter                        857
          --------------------------------------------
            Total future commitments    $   3,947
          --------------------------------------------

                  1993 Expansion - On November 1, 1993, PGT placed in service a 
major expansion of its natural gas transmission system in Idaho, Washington and
Oregon.  The new facilities, which were authorized by the FERC on August 1,
1991, run parallel to and connect with the existing system and provide
additional firm transportation service capacity of 150,000 Decatherms per day
("Dt/d") to the Pacific Northwest and 766,000 Dt/d to California.  Similarly,
the California Public Utilities Commission ("CPUC") authorized PG&E to expand
its gas pipeline facilities in California to connect with the PGT expansion at
the California-Oregon border.  PGT's total cost of the 1993 expansion is
estimated to be $852 million.

                           In the August 1, 1991 order, the FERC found that
transportation  arrangements  for  PG&E's  facilities  were  discriminatory  and
initially declined to authorize the start of construction.  In particular, the
FERC found that a CPUC-imposed rate structure applicable to PGT's 1993 expansion
shippers  for  transportation  service  on  the  downstream  PG&E  system  was
discriminatory.

                           On October 24, 1991, the FERC permitted PGT to 
commence construction, while the CPUC reexamined the features of its rate design
for PG&E.  However, the FERC imposed on PGT a lower penalty return on equity, 
10.13 percent, instead of the previously prescribed 12.5 percent for the 1993 
expansion, until such time that PGT demonstrated that neither its rates nor its
transportation policies nor PG&E's CPUC-approved rates and policies resulted in 
unduly discriminatory restraints. PGT requested a rehearing of this feature of
the FERC's certificate.  In October 1992, the CPUC reaffirmed its policies which
resulted in renewed petitions to the FERC requesting, among other things, 
revocation of PGT's authorization to operate the 1993 expansion facilities.

                          On March 16, 1993, the FERC issued an order addressing
the various petitions for rehearing of its prior decisions related to the 
interstate portion of the 1993 expansion.  In the order, the FERC upheld its 
decision to authorize the construction and operation of the 1993 expansion and 
raised PGT's authorized return to 12.75 percent, but reaffirmed the 10.13 
percent penalty return on equity for PGT's 1993 expansion facilities. PGT 
appealed the 10.13 percent penalty return to the United States Court of Appeals.

                         In addition to PGT's appeal to the United States Court
of Appeals, a number of parties also sought rehearing of all of these FERC
orders.  On June 4, 1993, the Court of Appeals consolidated the cases for
processing.   The consolidated cases were argued on November 14, 1995, with a
group of petitioners requesting the Court to direct the FERC to provide for
compensation to shippers for alleged damages they suffered as a result of the
discriminatory conditions discussed above.

<PAGE>
                         On August 23, 1996, the Court of Appeals found that the
FERC had exceeded its jurisdiction in imposing the penalty return and therefore
granted PGT's appeal and denied the appeals of the adverse petitioners.  The
effect of the Court's decision is that PGT was entitled to apply the 12.75
percent rate of return, that questions concerning the FERC's certification of
the expansion were removed, and that the FERC is not required to consider
questions of compensation to shippers.

                        With respect to the application of the 12.75 percent 
rate of return, it should be noted that in the settlement of the 1994 rate case 
(see "1994 Rate Case," below), PGT agreed not to retroactively bill its 
customers for the period from November 1, 1993 through August 31, 1994, for a 
rate higher than the 10.13 percent penalty return previously approved by the 
FERC. The settlement rates related to the 1994 rate case were effective 
starting on September 1, 1994.

                      On October 24, 1996, the Court denied a petition for 
rehearing and the suggestion for rehearing en banc filed by a group of shippers.
On January 22, 1997, the shippers filed a petition for a writ of certiorari with
the U.S. Supreme Court based on the same issues as raised at the U.S. Court of 
Appeals. The petition was placed on the U.S. Supreme Court's docket on January 
29, 1997.  The U.S. Supreme Court is expected to act on that petition prior to 
the expiration of its term in July 1997.

                     1994 Rate Case - On February 28, 1994, PGT filed an 
application to increase its rates for transportation services.  These rates were
based on an overall cost of service of approximately $217 million, including a 
cost of equity of 13 percent.  The proposed rate of return on equity applied to
all facilities and assumed the discontinuance of the penalty rate of return on 
equity of 10.13 percent, which the FERC had earlier required to be used to 
develop initial rates  for PGT's 1993 expansion facilities.  (See "1993 
Expansion," above.)

                         A major issue in this proceeding was whether PGT's
mainline transportation rates should be equalized through the use of rolled-in
cost allocation, or whether they should continue to reflect the current use of
incremental costs to determine the rates paid by shippers.  PGT proposed that
mainline rates reflect the rolled-in approach on a prospective basis.

       On March 31, 1994, the FERC issued an order that accepted PGT's interim
incremental rates, and authorized PGT to place these rates into effect on
September 1, 1994, subject to refund.  Although the FERC rejected the proposal
to place rolled-in rates into effect September 1, 1994, the FERC indicated that
PGT would be afforded the opportunity at the hearing to support and justify a
rolled-in rate proposal.

                           On September 11, 1996, the FERC approved, without
modification, a proposed multi-party settlement of PGT's rate case, which was
filed with the FERC on March 21, 1996.  The settlement provided for rolled-in
rates effective on November 1, 1996.  To mitigate the impact of the higher
rolled-in rates on shippers who were paying lower rates under contracts executed
prior to PGT's 1993 expansion (pre-1993 expansion shippers), most of the firm
shippers who took service prior to the 1993 expansion are receiving a reduction
from the rolled-in rates for a six-year period, while the 1993 expansion
shippers are paying a surcharge in addition to the rolled-in rates to offset the
effect of the mitigation.

                         Although  the  implementation  of  rolled-in  rates  by
itself does not change PGT's total revenue requirement, the settlement does
provide for, among other things, a lower total cost of service of $206 million,
lower depreciation rates, and a return on equity of 12.2 percent from September
1, 1994, the effective date of the rates in this case.  In addition, under the
<PAGE>
settlement, approximately three percent of PGT's firm transportation service
capacity was relinquished effective November 1, 1996, for subscription to other
shippers who may desire the capacity.  Approximately $7.5 million of costs were
also allocated to short-term firm and interruptible services.

                           The  overall  effect  of  the  settlement  on  rates,
including mitigation measures and the agreed upon lower cost of service, was to
decrease PGT's current 100 percent load factor transportation rates for the full
distance of the pipeline (from the Canadian-U.S. border to the Oregon-California
border) from $0.48 to $0.33 per Decatherm (Dt) for the 1993 expansion shippers,
and to increase the transportation rate for most of the pre-1993 expansion
shippers from $0.16 to either $0.20 or $0.24 per Dt, depending upon the level of
mitigation applicable to each shipper.  The rolled-in rate for the full distance
is $0.26 per Dt.  In November 1996, PGT refunded the difference between the 
amounts based on its as-filed cost of service of $217 million and the amounts 
that would have been collected at the settlement cost of service of $206
million.  PGT had established a reserve adequate for its refund obligation under
the settlement.

                         Although  the  FERC  approved  the  settlement  without
modification, several shippers have sought rehearing of the FERC's order.  PGT
does not expect the FERC to modify the settlement as a result of these requests.
Parties that have sought rehearing may petition the Court of Appeals if the FERC
does not grant their rehearing requests.  In the event the FERC does modify the
settlement, however, the settlement permits PGT to terminate the settlement and
reinstate the rates contained in its rate case proposal and proceed to a FERC
decision based upon the evidence in the case.

                       Legal Matters -     Norcen Litigation:  On March 17,
1994, Norcen Energy Resources Limited ("Norcen Energy") and Norcen Marketing
Incorporated ("Norcen Marketing") filed a complaint in the U.S. District
Court, Northern District of California, against PG&E and PGT.  Norcen Marketing
signed  a  30-year  firm  service  agreement  with  PGT  for  transportation  of
approximately 47,000 MMBtu/day on the interstate portion of the 1993 expansion
project.  The annual demand charges under the contract were approximately $7.8
million, and decreased to $5.5 million effective November 1996 pursuant to the
settlement of the 1994 rate case discussed above.  Norcen Energy is a guarantor
of the 30-year transportation contract between PGT and Norcen Marketing.  Since
January 1, 1995, Norcen Marketing has been utilizing most of the interstate
expansion capacity for which it contracted with PGT, whereas prior to that date,
Norcen Marketing used none of it.

                           The complaint alleged that PGT and PG&E wrongfully
induced Norcen Energy and Norcen Marketing to enter into the 30-year contract
with PGT by concealing legal action taken by PG&E before the CPUC (requesting
clarification  that  gas  shipped  on  the  PGT  expansion  should  pay  PG&E's
incremental expansion rates for intrastate service) two days before Norcen
Marketing's contract became binding.  The complaint further alleged breach of
representations to plaintiffs that PG&E would not "unreasonably" build its
expansion with less than "sufficient" firm subscription.  The complaint also
alleged breach of an agreement between PGT and a Norcen predecessor relating to
the installation of additional capacity.

                           The complaint also alleged various federal and state
antitrust, contractual and other claims against the defendants and seeks
rescission, restitution and recovery of unspecified damages.  In a pleading
filed in June 1994, the plaintiffs indicated a claim for $140 million (before
trebling) based on defendants' allegedly exclusionary business behavior, as well
as an unspecified amount of contract damages.


<PAGE>
                         On  September  19,  1994,  the  U.S.  District  Court,
Northern District of California, granted PGT's and PG&E's motions to dismiss all
federal antitrust claims in the complaint originally filed in this case, and
dismissed the remaining state law claims for lack of jurisdiction.

                         On  October  18,  1994,  plaintiffs  filed  an  amended
complaint.  The amended complaint reasserted part of the original complaint's
antitrust claims, asserted new antitrust claims based upon the same facts, and
specifically alleged diversity jurisdiction for the state law contract claims.
On July 27, 1995, the District Court issued an order on PGT's and PG&E's motions
to dismiss the amended complaint.  The order dismissed all of plaintiffs'
federal and state antitrust claims with prejudice, but did not dismiss various
state law contract claims, including claims based on fraudulent inducement and
breach of contract.  Plaintiffs have the right to appeal the dismissal of the
antitrust claims to the U.S. Court of Appeals.  Plaintiffs still seek rescission
of the above-mentioned  gas transportation contract and compensatory and 
punitive damages in connection with their remaining state law claims.  It is
believed that the plaintiffs might seek contract damages of approximately $100
million in this case.

                           At this stage of litigation, the Company is unable to
estimate the outcome of this matter, but such outcome could have a material
adverse impact on the Company's results of operations in a future reporting
period.  The Company believes that the ultimate outcome of this matter will not
have a material adverse impact on its financial position or liquidity. 

  <PAGE>
  ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
            ACCOUNTING AND FINANCIAL DISCLOSURE
            ------------------------------------------------
            None.


  PART III
  --------

  ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
            --------------------------------------------------

                           Since PGT meets the conditions set forth in General
Instruction (J) (1) (a) and (b) of Form 10-K, this information is omitted.

  ITEM 11.  EXECUTIVE COMPENSATION
            ----------------------

                           Since PGT meets the conditions set forth in General
Instruction (J) (1) (a) and (b) of Form 10-K, this information is omitted.

  ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
            MANAGEMENT
            ---------------------------------------------------

                           Since PGT meets the conditions set forth in General
Instruction (J) (1) (a) and (b) of Form 10-K, this information is omitted.

  ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            ----------------------------------------------

                           Since PGT meets the conditions set forth in General
Instruction (J) (1) (a) and (b) of Form 10-K, this information is omitted.


  PART IV
  -------

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON 
          FORM 8-K
          ------------------------------------------------------

                           (a)  Financial Statements

                         1.    The  following  Financial  Statements  are  filed
              herewith as part of Item 8, Financial Statements and Supplementary
              Data:

                            Statements of Consolidated Income for each of the 
                            three years ended December 31, 1996, 1995 and 1994
                            Consolidated Balance Sheets as of December 31, 1996
                                     and 1995
                            Statements of Consolidated Common Stock Equity 
                            each of the three years ended December 31, 1996, 
                                     1995 and 1994


       <PAGE> 


                            Statements of Consolidated Cash Flows for each of 
                            three years ended December 31, 1996, 1995 and 1994

                            Notes to Consolidated Financial Statements

            2.  Report of Independent Public Accountants 

       (b)               Exhibits required to be filed by Item 601 of Regulation
                          S-K:

             No.                     Description
            ----     ---------------------------------------------
            2.1   State Gas Pipeline Sale Agreement dated as of April 29, 1996,
                  between the Secretary for Mines of the State of Queensland,
                  Australia and PGT Australia Pty Limited, as Trustee of the PGT
                  Queensland Unit Trust (incorporated by reference to PGT's
                  Current Report on Form 8-K dated July 15, 1996 (File No. 0-
                  25842), Exhibit 2).

           3.1    Restated Articles of Incorporation of Pacific Gas Transmission
                  Company effective as of March 6, 1997 (filed herewith).

           3.2    By-Laws of Pacific Gas Transmission Company as of January 24,
                  1997 (filed herewith).

           4.1    Senior Trust Indenture Between PGT and The First National Bank
                  of Chicago, as Trustee (Senior Debt), dated as of May 22,
                  1995, (incorporated by reference to PGT's Current Report on
                  Form 8-K dated June 21, 1995 (File No. 0-25842), Exhibit 4.2).

           4.2    First Supplemental Indenture Between PGT and The First
                  National Bank of Chicago, as Trustee (Senior Debt), dated as
                  of May 30, 1995, (incorporated by reference to PGT's Current
                  Report on Form 8-K dated June 21, 1995 (File No. 0-25842),
                  Exhibit 4.3).

           4.3    Second Supplemental Indenture Between PGT and The First
                  National Bank of Chicago as Trustee (Senior Debt), dated as of
                  June 23, 1995 (incorporated by reference to PGT's Current
                  Report on Form 8-K dated July 6, 1995 (File No. 0-25842),
                  Exhibit 4.2).

           10.1   Firm Transportation Service Agreement between PGT and Pacific
                  Gas and Electric Company dated October 26, 1993, Rate Schedule
                  FTS-1, and general terms and conditions (incorporated by
                  reference to Pacific Gas and Electric Company (PG&E) Form 10-K
                  for fiscal year 1993 (File No. 1-2348), Exhibit 10.4).

           10.2   Firm Transportation Service Agreements between PGT and
                  Southern California Edison Company dated December 20, 1993,
                  and March 2, 1994, Rate Schedule FTS-1 (incorporated by
                  reference to PGT's Form 10/A (File No. 0-25842), Exhibit
                  10.2).

           10.3   Lease Agreement dated as of April 15, 1994, between PGT and
                  GIC Development 94-I, L.L.C. (incorporated by reference to
                  PGT's Form 10/A (File No. 0-25842), Exhibit 10.3).

           10.4   Savings Fund Plan for Employees of Pacific Gas Transmission
                  Company applicable to management employees, effective January
  <PAGE>
                  1, 1995 (incorporated by reference to PGT's Form 10-K for
                  fiscal year 1995 (File No. 0-25842), Exhibit 10.4). 

           10.5   Performance Incentive Plan of Pacific Gas Transmission Company
                  (incorporated by reference to PGT's Form 10-K for fiscal year
                  1995 (File No. 0-25842), Exhibit 10.5).
             
           10.6   The Pacific Gas and Electric Company Retirement Plan
                  applicable to non-union employees, as amended October 18,
                  1995, effective January 1, 1996 (incorporated by reference to
                  PG&E Form 10-K for fiscal year 1995 (File No. 1-2348), Exhibit
                  10.8).

           10.7   Pacific Gas and Electric Company Supplemental Executive
                  Retirement Plan, as amended through October 16, 1991
                  (incorporated by reference to PG&E Form 10-K for fiscal year
                  1991 (File No. 1-2348), Exhibit 10.11).

           10.8   Pacific Gas and Electric Company Stock Option Plan, as amended
                  effective as of September 16, 1992 (incorporated by
                  reference to PG&E Form 10-K for fiscal year 1994 
                  (File No. 1-2348), Exhibit 10.13).

           10.9   Pacific Gas and Electric Company Performance Unit Plan
                  (incorporated by reference to PG&E Form 10-K for fiscal year
                  1991 (File No. 1-2348), Exhibit 10.13).

           10.10  Pacific Gas and Electric Company Executive Flexible
                  Perquisites Program (incorporated by reference to PG&E Form
                  10-K for fiscal year 1993 (File No. 1-2348), Exhibit 10.16).

           10.11  Pacific Gas Transmission Company Retirement Plan for Non-
                  Employee Directors (incorporated by reference to PGT's Form
                  10/A (File No. 0-25842), Exhibit 10.13).

           10.12  Deferred Compensation Plan of Pacific Gas Transmission Company
                  (incorporated by reference to PGT's Form 10/A 
                  (File No. 0-25842), Exhibit 10.14).

           10.13  Phantom Stock Plan of Pacific Gas Transmission Company
                  (incorporated by reference to PGT's Form 10/A 
                  (File No. 0-25842), Exhibit 10.15).

           10.14  Employment Agreement between Pacific Gas Transmission Company
                  and Stephen P. Reynolds (incorporated by reference to PGT's
                  Form 10/A (File No. 0-25842), Exhibit 10.16).

           10.15  Employment Agreement between Pacific Gas Transmission Company
                  and Gary L. Walker (incorporated by reference to PGT's Form
                  10/A (File No. 0-25842), Exhibit 10.17).

           10.16  Employment Agreement between Pacific Gas Transmission Company
                  and Stanley C. Karczewski (incorporated by reference to PGT's
                  Form 10/A (File No. 0-25842), Exhibit 10.18).

           10.17  Credit Agreement among PGT and the Banks, Co-Agents and Agent
                  named therein, dated as of May 31, 1995 (incorporated by
                  reference to PGT's Current Report on Form 8-K dated June 21,
                  1995 (File No. 0-25842), Exhibit 4.4).

  <PAGE>
           10.18  First Amendment to Credit Agreement among PGT and the Banks,
                  Co-Agents and Agent named therein, dated as of September 14, <PAGE>
                  1995 (incorporated by reference to PGT's 10-K for fiscal year
                  1995 (File No. 0-25842), Exhibit 10.19).

           10.19  Second Amendment to Credit Agreement among PGT and the Banks,
                  Co-Agents and Agent named therein, dated as of December 24,
                  1996 (filed herewith).

           10.20  Pacific Gas Transmission Company Retirement Plan applicable to
                  management employees, effective July 1, 1995 (incorporated by
                  reference to PGT's 10-K for fiscal year 1995 
                  (File No. 0-25842), Exhibit 10.20).

           12.1   Computation of Ratio of Earnings to Fixed Charges (filed
                  herewith).

           21     List of Subsidiaries (filed herewith).

           23.1   Consent of Arthur Andersen LLP (filed herewith).

           23.2   Consent of Independent Public Accountants provided by the
                  office of the Auditor General of Queensland (incorporated by
                  reference to the Company's Form 8-K/A No. 1
                  (File No. 0-25842), Exhibit 23).

           24.1   Resolution and Powers of Attorney of the Board of Directors of
                  Pacific Gas Transmission Company authorizing the execution of 
                  the Form 10-K (filed herewith).

           27     Financial Data Schedule (filed herewith).

                         The exhibits filed herewith are attached hereto (except
as noted) and those indicated above which are not filed herewith were previously
filed with the Commission as indicated and are hereby incorporated by reference.
Exhibits will be furnished to security holders of the Company upon written
request and payment of a fee of $0.30 per page, which fee covers only the
Company's reasonable expenses in furnishing such exhibits.  The Company agrees
to furnish to the Securities and Exchange Commission upon request a copy of any
instrument defining the rights of long-term debt holders not otherwise required
to be filed hereunder.


                           (c)  Reports on Form 8-K

                           Reports on Form 8-K during the quarter ended December
  31, 1996 and through the date hereof:

                                1.   January 10, 1997
                                     Item 5. Other Events
                                     - Acquisition of Energy Source Assets
                                     - Holding Company Formation <PAGE>



  <PAGE>
  SIGNATURES
  ----------

                          Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Portland, County of Multnomah, Oregon, on the
28th day of March, 1997.

                                       PACIFIC GAS TRANSMISSION COMPANY
                                                   (Registrant)


                                   By: /s/  FRANK R. LINDH
                                       -------------------------
                                      (Frank R. Lindh, Attorney-in-Fact)

                         Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

     Signature             Title
     Date

   Principal Executive Officer
     STEPHEN P. REYNOLDS   President, Chief Executive Officer and Director
                           March 28, 1997


   Principal Financial and Accounting Officer
     STANLEY C. KARCZEWSKI Vice President of Finance and  Controller and Chief
     Financial Officer     March 28, 1997


   Directors

     JACK F. JENKINS-STARK Chairman of the Board        March 28, 1997
     TONY F. DISTEFANO     Director                     March 28, 1997
     ROBERT D. GLYNN, JR.  Director                     March 28, 1997
     GORDON R. SMITH       Director                     March 28, 1997





   By:    /s/   FRANK R. LINDH
          ---------------------------------------
               (Frank R. Lindh, Attorney-in-Fact) <PAGE>