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|UNITED STATES                                                                                                                                                                                                                                                                                                                                                  
|SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-K
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I 1 (a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
(Mark One)                                                                                                        
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|[X]                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                               
|For the Fiscal Year Ended December 31, 2002
OR                                                                                                                                                                                                                                                                                                                 
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|[  ]                                                                                                                                                                                                                                                                                                                                                           
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|For the transition period from ___________ to __________                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                               
|Commission
File
Number
______________                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                               
|333-30715                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                               
|PG&E Funding LLC
245 Market Street
Suite 424
San Francisco, California 
________________________________________                                                                                                                                                                                                                                               
|(Address of principal executive offices)                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                               
|PG&E Funding LLC
(415) 972-5467
________________________________________                                                                                                                                                                                                                                                                                       
|Registrant's telephone number, including area code                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                               
|Securities registered pursuant to Section 12(b) of the Act: None                                                                                                                                                                                                                                                                                               
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|Securities registered pursuant to Section 12(g) of the Act                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                               
|California Infrastructure and Economic Development Bank                                                                                                                                                                                                                                                                                                        
|Special Purpose Trust PG&E-1                                                                                                                                                                                                                                                                                                                                   
|Rate Reduction Certificates, Series 1997-1, Class A-6 6.32% Certificates,                                                                                                                                                                                                                                                                                      
|Class A-7 6.42% Certificates and Class A-8 6.48% Certificates,                                                                                                                                                                                                                                                                                                 
|maturing serially from 2001 to 2007, and underlying PG&E Funding LLC                                                                                                                                                                                                                                                                                           
|Notes of the same respective classes
_________________________________________                                                                                                   Title of Class                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                               
|Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
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|Yesx                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                               
|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 the 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.                      
|                                                                                                                                                                                                                                                                                                                                                               
|Yesx                                                                                                                                                                                                                                                                                                                                                           
|Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                               
|Yes                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                               
|Aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant: $ 0                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                               
|Documents incorporated by reference: Not Applicable                                                                                                                                                                                                                                                                                                            
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PART I

Item 1.   Business.



General

PG&E Funding LLC is a special purpose, single member limited liability company organized under the laws of the State of Delaware.  Pacific Gas and Electric Company, a provider of electricity and natural gas services, owns all of the equity of PG&E Funding LLC.  The principal executive office of PG&E Funding LLC is located at 245 Market Street, Suite 424, San Francisco, California 94105.  PG&E Funding LLC's mailing address is Mail Code N4E, P.O. Box 770000, San Francisco, California 94177 and its phone number is (415) 972-5467.  
     PG&E Funding LLC was organized in July 1997 for the limited purpose of (1) purchasing, holding, and servicing the Transition Property (as described below), (2) issuing notes secured by the Transition Property, and (3) performing related activities.  PG&E Funding LLC has no employees and is restricted by its organizational documents from engaging in other activities.  Additionally, PG&E Funding LLC's organizational documents require it to operate in a manner such that it should not be included in the bankruptcy estate of Pacific Gas and Electric Company.
     PG&E Funding LLC issued $2,901,000,000 in principal amount of PG&E Funding LLC Notes, Series 1997-1, Class A-1 through Class A-8 (the "Notes") pursuant to an Indenture ("the Indenture") between PG&E Funding LLC and Deutsche Bank National Trust Company (formerly Bankers Trust Company of California, N.A.), as "Trustee". PG&E Funding LLC sold the Notes to the California Infrastructure and Economic Development Bank Special Purpose Trust PG&E-1, a Delaware business trust (the "Trust").  The Trust then issued certificates corresponding to each class of Notes (the "Certificates") in a public offering.
     PG&E Funding LLC entered into a servicing agreement (the "Servicing Agreement") with Pacific Gas and Electric Company.  The Servicing Agreement requires Pacific Gas and Electric Company (as "Servicer") to service the Transition Property on behalf of PG&E Funding LLC.  In addition, PG&E Funding LLC entered into an Administrative Services Agreement with Pacific Gas and Electric Company.  This agreement requires Pacific Gas and Electric Company to perform administrative and operational duties for PG&E Funding LLC.  (These agreements are discussed in greater detail in Note E of the Notes to the Financial Statements.)
     Since the purchase of the Transition Property and issuance of the Notes, the only material business conducted by PG&E Funding LLC has been the collection of the "FTA Charges" as described below and the repayment of the Notes.  During 2002, PG&E Funding LLC collected approximately $422,534,000 in FTA Charges and paid $399,061,000 in principal, interest and other expenses.  As of December 31, 2002, approximately $1,450,500,000 in principal amount of Notes remains outstanding, with scheduled maturities ranging from 2003 through 2007 with a final maturity date of 2009.  The specific interest rate and maturity of each class of Notes still outstanding is specified in Note D of the Notes to Financial Statements. 
     
          Transition Property
     The California Public Utilities Code (the "PU Code") provides for the creation of "Transition Property".  Transition Property is the right to receive a specified amount (presented in the financial statements as "Transition Property receivable") from non-bypassable Fixed Transition Amount Charges (the "FTA Charges") payable by residential and small commercial electric customers.  The FTA Charges were established by a financing order dated September 3, 1997 (the "Financing Order") issued by the California Public Utilities Commission (the "CPUC"), together with the related Issuance Advice Letter.  Under the PU Code and the Financing Order, the owner of Transition Property (i.e. PG&E Funding LLC) is entitled to collect the FTA Charges until a sufficient amount has been received to:

- repay in full the Certificates,

- fund the Overcollateralization and Capital Subaccounts (the "Subaccounts") established under the Indenture, and

- pay all related costs and fees.

The Servicing Agreement requires Pacific Gas and Electric Company, as the servicer of the Transition Property, to seek periodic adjustments to the FTA Charges through advice letters filed with the CPUC. The Financing Order and the PU Code require the CPUC to approve the periodic adjustments.  The adjustments are intended to increase the likelihood that actual FTA Charges collected are neither more nor less than the amount necessary to cover the aforementioned uses of cash.  Normally the FTA Charges are decreased each year as interest payments are made on a declining outstanding balance on the Notes.  The adjustments to the FTA Charges are based on:





- future expenses relating to the Transition Property, the Notes, and the Certificates; and

- the rate of delinquencies and write-offs.

The Servicer has filed and the CPUC has approved the following advice letters:

- In December 2001, the Servicer filed a routine advice letter advising the CPUC of an increase to the FTA Charges effective January 1, 2002.  The increase was necessary due to an under-collection of FTA Charges in 2001 and an anticipated decline in electricity sales in 2002.



- In December 2002, the Servicer filed a routine advice letter advising the CPUC of a decrease to the FTA Charges effective January 1, 2003.  The decrease was necessary due to the achievement of the required level of funding in the Subaccounts at the end of 2002.



PART II

Item 5:   Market For Registrant's Common Equity and Related Stockholder
          Matters.
          (a)  Sales of Unregistered Securities.
               ---------------------------------
     There is no established public trading market for PG&E Funding LLC's equity securities.  Pacific Gas and Electric Company owns all of PG&E Funding LLC's equity.  Pacific Gas and Electric Company purchased its membership interest in PG&E Funding LLC in July 1997 at a purchase price of $5,000 and has made capital contributions to PG&E Funding LLC totaling approximately $27,348,000 as of December 31, 2002.  The purchase was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.  PG&E Funding LLC has made no other sales of unregistered securities.
          (b)  Restrictions on Dividends.
               ---------------------------------
     Under the Indenture, PG&E Funding LLC is prohibited from making any distributions to its member unless no default has occurred.  The Indenture further restricts such a distribution based on the book value of PG&E Funding LLC.  Under the Indenture, PG&E Funding LLC may make a distribution to its member only if its book value is equal to at least 0.5 percent of the original principal amount of all series of Notes that remain outstanding, after taking into account the member distribution.  During 2001 and 2002, PG&E Funding LLC did not make any distributions to its member.  PG&E Funding LLC may make distributions to its member from time to time in the future as permitted by the Indenture and approved by the Board of Directors.
          (c)  Certificate Holders.
               ---------------------------------
     At March 14, 2003, the sole holder of record of the Certificates was Cede & Co., as nominee of The Depository Trust Company (DTC).  DTC holds securities for its participating organizations which maintain security positions for their customers' accounts.  The Certificates are not traded on any established trading market although indicative market prices are available from financial information systems such as Bloomberg.
Item 6:   Selected Financial Data.
     Omitted pursuant to Instruction I of Form 10-K.  Not applicable to Trust.
Item 7:   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.OVERVIEW

Investing Activities:

Investing activities used net cash of approximately $24,188,000 in 2002, provided net cash of approximately $7,525,000 in 2001, and used net cash of approximately $8,739,000 in 2000.  The increase in net cash used by investing activities in 2002 was primarily the result of additional cash invested in a reserve subaccount due to the increased FTA Charges effective in October 2002.  The decrease in net cash used by investing activities in 2001 was primarily due to the shortfall in funding at the end of 2001.  The shortfall made it necessary to liquidate a portion of the reserve and overcollateralization subaccounts in order to make the required payments on the Notes and related expenses.  
Financing Activities:
     Financing activities used net cash of approximately $290,100,000 in 2002, 2001, and 2000.  The primary use of cash used in financing activities in all three years was entirely related to principal payments on the Notes.

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

This Annual Report on Form 10-K contains forward looking statements that future collections of FTA Charges are expected to be sufficient to cover scheduled principal and interest payments on the Notes and related expenses.  These statements involve risks and uncertainties and are based on the beliefs and assumptions of management and on information currently available to management.
     Actual results or outcomes could differ materially as a result of

various factors, including:

- future electricity sales levels, which are affected by a variety of factors, including general economic and financial market conditions, weather, conservation efforts, and outages; and

- updated assumptions by the Servicer as to future expenses relating       to the Transition Property, the Notes, and the rate of       delinquencies and write-offs.

Item 7A:  Quantitative and Qualitative Disclosures About Market Risk.
Long-term Debt.
---------------
The table below provides information about the Notes at December 31, 2002:



|(in millions)          |        |        |        |        |        |       
|---------------------- | ------ | ------ | ------ | ------ | ------ | ------
|Expected maturity date | 2003   | 2004   | 2005   | 2006   | 2007   | Total 
|                       | ------ | ------ | ------ | ------ | ------ | ------
|Note                   | $290   | $290   | $290   | $290   | $291   | $1,451
|Average interest rate  | 6.4%   | 6.4%   | 6.4%   | 6.4%   | 6.5%   | 6.4%  

The estimated fair value of the Notes based on quoted market prices was approximately $1.6 billion at December 31, 2002.

Item 8.   Financial Statements and Supplementary Data.
     The financial statements and related financial information of PG&E Funding LLC are set forth below.
     The Trust is a pass-through entity with no assets other than the Notes and no liabilities other than the Certificates.  It does not have, and will not have, income or losses separate from payments on the Notes.  Expenses of the trustees of the Trust are payable by PG&E Funding LLC pursuant to the terms of a Fee and Indemnity Agreement.  For these reasons, no separate financial statements of the Trust are included.
                  INDEPENDENT AUDITORS' REPORT
To the Members of PG&E Funding LLC:
We have audited the accompanying balance sheets of PG&E Funding LLC (a Delaware Limited Liability Company and wholly-owned subsidiary of Pacific Gas and Electric Company (a Debtor-in-Possession)) as of December 31, 2002 and 2001, and the related statements of income and changes in member's equity and of cash flows for each of the three years in the period ended December 31, 2002.  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 auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audits 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 PG&E Funding LLC as of December 31, 2002 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United

States of America.
As discussed in Note A to the financial statements, Pacific Gas and Electric Company (a Debtor-in-Possession), the Servicer of the Transition Property, sought protection from its creditors by filing a voluntary petition under the provisions of Chapter 11 of the United States Bankruptcy Code.

/s/ DELOITTE & TOUCHE LLP

San Francisco, California

March 6, 2003







|PG&E FUNDING LLC (A DELAWARE LLC)
BALANCE SHEETS
AS OF DECEMBER 31,
(IN THOUSANDS)
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|TOTAL ASSETS                                                                      
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|LIABILITIES AND MEMBER'S EQUITY                                                   
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|Current Liabilities                                                               
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|Long-term Debt                                                                    
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|Member's Equity                                                                   
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|Commitments and Contingencies                                                     
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|TOTAL LIABILITIES AND MEMBER'S EQUITY                                             
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The accompanying Notes to the Financial Statements are an integral part of these statements.

|PG&E FUNDING LLC (A DELAWARE LLC)                  
|---------------------------------------------------
|STATEMENTS OF INCOME AND CHANGES IN MEMBER'S EQUITY
|FOR THE YEARS ENDED DECEMBER 31,                   
|(IN THOUSANDS)                                     
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|INCOME                                             
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|EXPENSES                                           
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|NET INCOME                                         
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|MEMBER'S EQUITY AT BEGINNING OF PERIOD             
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|Member's distributions                             
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|MEMBER'S EQUITY AT END OF PERIOD                   
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The accompanying Notes to the Financial Statements are an integral part of these statements.



|PG&E FUNDING LLC (A DELAWARE LLC)        
|-----------------------------------------
|STATEMENTS OF CASH FLOW                  
|FOR THE YEARS ENDED DECEMBER 31,         
|(IN THOUSANDS)                           
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|Cash Flows from Operating Activities     
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|Net cash provided by operating activities
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|Cash Flows from Investing Activities     
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|Net cash provided (used) in investing    
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|Cash Flows from Financing Activities     
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|Net cash used in financing activities    
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|Net change in cash and cash equivalents  
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|Cash and cash equivalents at January 1,  
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|Cash and cash equivalents at December 31,
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|Supplemental disclosures of cash flow    
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The accompanying Notes to the Financial Statements are an integral part of these statements.

Notes to the Financial Statements
---------------------------------
A.  Basis of Presentation
     The financial statements include the accounts of PG&E Funding LLC, a special purpose, single member limited liability company organized under the laws of the State of Delaware.  PG&E Funding LLC's sole member is Pacific Gas and Electric Company, a provider of electricity and natural gas services.  Pacific Gas and Electric Company is a wholly owned subsidiary of PG&E Corporation. 
     PG&E Funding LLC was formed in July 1997, to effect the issuance of $2,901,000,000 in principal amount of PG&E Funding LLC notes (the "Notes").  The proceeds from the Notes were paid to Pacific Gas and Electric Company in return for Transition Property (described below).  Pacific Gas and Electric Company used the proceeds to finance a ten percent electric rate reduction, which became effective on January 1, 1998.  The reduction is provided to Pacific Gas and Electric Company's residential and small commercial electric customers in connection with the electric industry restructuring mandated by California Assembly Bill 1890, as amended by California Senate Bill 477 (electric industry restructuring legislation).  PG&E Funding LLC issued the Notes in December 1997 (described in Note D of the Notes to the Financial Statements).
     PG&E Funding LLC was organized for the limited purpose of issuing the Notes and purchasing the "Transition Property" from Pacific Gas and Electric Company.  Transition Property is the right to be paid a specified amount (presented in the financial statements as "Transition Property receivable") from non-bypassable Fixed Transition Amount charges (the "FTA Charges") payable by residential and small commercial electric customers.  The California Public Utilities Commission (the "CPUC") authorized the FTA Charges pursuant to the electric restructuring legislation.  PG&E Funding LLC issued the Notes in December 1997 to the California Infrastructure and Economic Development Bank Special Purpose Trust PG&E-1, a Delaware business trust (the "Trust").  The Trust then issued certificates corresponding to each class of Notes in a public offering (the "Certificates").
     Deutsche Bank National Trust Company (formerly Bankers Trust Company of California, N.A.) (the "Trustee") holds the collected FTA Charges in separate bank accounts.  The funds in these bank accounts are restricted and can only be used to pay principal and interest on the Notes and related expenses.  These funds are classified as "Restricted funds" in the Balance Sheets.  The Restricted funds balance was approximately $66,951,000 at December 31, 2002 and $42,763,000 at December 31, 2001.
     PG&E Funding LLC is restricted by its organizational documents from engaging in other activities.  In addition, its organizational documents require it to operate in a manner such that it should not be included in the bankruptcy estate of Pacific Gas and Electric Company (discussed below).  PG&E Funding LLC is legally separate from Pacific Gas and Electric Company.  The assets of PG&E Funding LLC are not available to creditors of Pacific Gas and Electric Company or PG&E Corporation.  The Transition Property is legally not an asset of Pacific Gas and Electric Company or PG&E Corporation.  PG&E Funding LLC is expected to terminate after the scheduled maturity of the Notes on December 26, 2007.
     On April 6, 2001, Pacific Gas and Electric Company (the "Servicer") filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code.  The Servicer has informed PG&E Funding LLC that, despite the bankruptcy filing, it will continue to perform all duties as servicer, including remitting daily to the Trustee all FTA Charges collected.  PG&E Funding LLC has not experienced any delay in FTA Charge remittances from the Servicer since the Servicer's bankruptcy filing in 2001.
     The Servicer's bankruptcy proceedings resulted in a default under Section 7.01(d) of the Servicing Agreement (as described in Note E of the Notes to the Financial Statements).  On April 11, 2001, the Trustee informed holders of the Certificates of the default.  The Trustee indicated that it did not intend to pursue any remedies without the written request of the necessary number of holders of Certificates.
     On September 20, 2001, the Servicer and its parent company, PG&E Corporation, jointly filed with the United States Bankruptcy Court of the Northern District of California (the "Bankruptcy Court") a proposed plan of reorganization (the "Plan") under Chapter 11 of the U.S. Bankruptcy Code and a proposed disclosure statement describing the Plan.  The Plan was amended on several occasions after the initial filing.  The CPUC has proposed an alternative plan of reorganization.  Creditor voting on both plans concluded on August 12, 2002.  On September 9, 2002, the voting results were filed with the Bankruptcy Court.  Confirmation hearings on the CPUC's alternative plan began on November 18, 2002.  The trial on the Plan began on December 16, 2002.  PG&E Funding LLC does not expect payments on the Notes to be affected by the Servicer's plan or the CPUC's alternative plan.  The Servicer has asserted that neither the Servicer's plan nor the CPUC's alternative plan will have an adverse effect on its ability to perform all duties as servicer.
      
B.  Summary of Accounting Policies
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.
Restricted Funds
     Restricted funds include (1) amounts required under the Indenture (as described below), (2) surplus collections, and (3) interest earned on these funds.  The Restricted funds balance was as follows at December 31 (in thousands):



|                                 | 2002        | 2001       
|-------------------------------- | ----------- | -----------
|                                 | ----------- | -----------
|General Subaccount               | $           | 32,731     
|Reserve Subaccount               | 12,539      | 18         
|Overcollateralization Subaccount | 7,260       | 964        
|Capital Subaccount               | 14,421      | 14,432     
|                                 | ----------- | ---------- 
|Total Restricted Funds           | $           | 66,951     
|                                 | =========== | ===========

Pursuant to an Indenture between PG&E Funding LLC and the Trustee, PG&E Funding LLC is required to maintain funds equal to approximately 0.50 percent of the original principal amount of the Notes, less $100,000  ($14,405,000), in the "Capital Subaccount" with the Trust.  These funds are to be held in reserve and used only in the event that collections of the FTA Charges provide insufficient funds to make scheduled payments on the Notes and to pay other expenses of PG&E Funding LLC.
     Additionally, the CPUC Financing Order provides that PG&E Funding LLC is to collect and maintain an additional reserve over the life of the Notes in the Overcollateralization Subaccount.  The amount to be maintained increases in equal increments of $363,000 each quarter.  The amount required at the end of 2002 was $7,253,000.  The use of these funds is the same as the Capital Subaccount except that these funds are depleted before those in the Capital Subaccount are used.   
     A shortfall in collections of FTA Charges results when scheduled payments of principal and interest on the Notes, and related expenses, exceed the FTA Charges collected.  A surplus in collections of FTA Charges results when collections of these charges exceeds payments of principal and interest on the Notes and related expenses.  Collections of FTA Charges resulted in a surplus of approximately $25,122,000 in 2002 and a shortfall of approximately $6,438,000 in 2001.
Unamortized Debt Issuance Expenses and Discount on Notes
     The expenses associated with the issuance of the Notes have been capitalized.  These expenses and the discount on the Notes are being amortized on a straight-line basis over the life of each respective class of Notes.  The expenses are reflected in interest expense in the accompanying statement of income and changes in member's equity.
Income Taxes
     PG&E Funding LLC is a single-member limited liability company.  Accordingly, all federal income tax effects and all material State of California franchise tax effects of PG&E Funding LLC's activities accrue to Pacific Gas and Electric Company.
Use of Estimates
     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions.  These estimates and assumptions affect the reported amount of income, expenses, assets, and liabilities and the disclosure of contingencies.  Actual results could differ from these estimates.
Revenue Recognition
     PG&E Funding LLC has one major source of income, which is the income from the Transition Property receivable.  The other small source of income is the interest earned on the restricted cash accounts and temporary investment of the FTA Charges collected by Pacific Gas and Electric Company, as the servicer, and remitted to PG&E Funding LLC. 
C.  Transition Property Receivable
     Changes in the value of the Transition Property receivable balance are shown below (in thousand):



|                                                      | 2002           | 2001          
|----------------------------------------------------- | -------------- | --------------
|                                                      | -------------  | ------------- 
|Present value, January 1                              | $              | 1,730,909     
|Income on Transition Property receivable              | 110,139        | 128,882       
|Less: principal and interest received during the year | (422,534)      | (406,590)     
|                                                      | -------------  | ------------- 
|Total Transition Property receivable, December 31     | 1,418,514      | 1,730,909     
|Less: current portion                                 | (283,703)      | (276,946)     
|                                                      | -------------  | ------------- 
|Non-current portion                                   | $              | 1,134,811     
|                                                      | ============== | ==============

The yield was approximately 6.98 percent in 2002 and 6.91 percent in 2001.
D.  Long-term Debt
     In December 1997, PG&E Funding LLC issued $2,901,000,000 of Notes to the Trust. The Trust, in turn, issued pass-through certificates (the "Certificates") known as "Rate Reduction Bonds" with an original principal amount equal to the original principal amount of the Notes.  PG&E Funding LLC used the proceeds from the Notes to purchase the Transition Property receivable from Pacific Gas and Electric Company.
     The Notes are secured solely by the Transition Property and other assets of PG&E Funding LLC.  Scheduled maturities and interest rates for the Notes at December 31, 2002, are as follows:



|                                       |                          |               | Principal Amount
|-------------------------------------- | ------------------------ | ------------- | ----------------
|Class                                  | Scheduled Maturity Date  | Interest Rate | (in thousands)  
|------                                 | ------------------       | ---------     | --------------- 
|A-6                                    | September 25, 2003       | 6.32%         | 184,500         
|A-7                                    | September 25, 2006       | 6.42%         | 866,000         
|A-8                                    | December 26, 2007        | 6.48%         | 400,000         
|                                       |                          |               | --------------- 
|Total Long-term Debt                   |                          | $             | 1,450,500       
|Less:  Current maturities              |                          |               | (290,000)       
|Unamortized discount                   |                          | (74)         
|                                       |                          |               | --------------- 
|Long-term Debt, net of current portion |                          |               |                 
|                                       | and unamortized discount |               | $               
|                                       |                          |               | =============== 

The estimated fair value of the Notes was approximately $1.6 billion at December 31, 2002 and $1.8 billion at December 31, 2001.  The estimated fair values are based on indicative market prices.
     The debt will be repaid with FTA Charges authorized by the CPUC.  The Servicer collects the FTA Charges from its residential and small commercial electric customers.  The Servicer deposits the FTA Charges collected in an account maintained by the Trustee of the Trust.  On January 4, 2001, Standard and Poor's lowered the short-term credit rating of the Servicer to A-3.  On January 5, 2001, Moody's Investor Services Inc. lowered the short-term credit rating of the Servicer to P-3.  In accordance with section 6.11(b) of the Servicing Agreement (as described in Note E of the Notes to the Financial Statements), on January 8, 2001, the Servicer began to remit FTA Charges collected to the Trustee on a daily basis.  Previously, the Servicer remitted FTA Charges on a monthly basis.
     Each quarter, the FTA Charges collected are used to make principal and interest payments on the Notes.  The debt service requirements include an overcollateralization amount that is retained for the benefit of the holders of the Notes.  Any amount not required for debt service will be returned to PG&E Funding LLC.
E.  Significant Agreements and Related Party Transaction
     Under the Transition Property Servicing Agreement (the "Servicing Agreement"), the Servicer is required to (1) manage and administer the Transition Property of PG&E Funding LLC and (2) collect the FTA Charges from residential and small commercial electric customers on behalf of PG&E Funding LLC.  PG&E Funding LLC pays a servicing fee equal to 0.25 percent of the outstanding principal amount of the Notes.  The Servicer is also entitled to receive as compensation any interest earnings on FTA Charge collections prior to remittance to the Trust and any late payment charges collected from Pacific Gas and Electric Company's customers.  PG&E Funding LLC incurred servicing fees of approximately $4,083,000 in 2002, $4,808,000 in 2001, and $5,536,000 in 2000.
     Under the Administrative Services Agreement, Pacific Gas and Electric Company is required to provide administrative and technical services to PG&E Funding LLC.  Pursuant to the terms of this agreement, Pacific Gas and Electric Company may not charge fees in excess of $25,000 per calendar quarter without the consent of the California Infrastructure and Economic Development Bank.  PG&E Funding LLC incurred administrative servicing fees of approximately $100,000 in each of 2002, 2001, and 2000.
     The Trust was created for the limited purposes of (1) purchasing the Notes from PG&E Funding LLC, (2) issuing the Certificates, and (3) applying the proceeds from the Notes to the payment of the Certificates.  Under a Fee and Indemnity Agreement, PG&E Funding LLC is responsible for paying all fees and expenses incurred by the Trust.  
Item 9:   Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.
     None.

PART III

Item 10:  Directors and Executive Officers of the Registrant.
     Omitted with respect to PG&E Funding LLC pursuant to Instruction I of Form 10-K.  The Trust has no directors or officers.
Item 11:  Executive Compensation.
     Omitted with respect to PG&E Funding LLC pursuant to Instruction I of Form 10-K.  Not applicable to the Trust.
Item 12:  Security Ownership of Certain Beneficial Owners and Management.
     Omitted with respect to PG&E Funding LLC pursuant to Instruction I of Form 10-K.  Not applicable to the Trust.
Item 13:  Certain Relationships and Related Transactions.
     Omitted with respect to PG&E Funding LLC pursuant to Instruction I of form 10-K.  Not applicable to the Trust.
Item 14:  Controls and Procedures.  
     Based on an evaluation of PG&E Funding LLC's disclosure controls and procedures conducted on February 5, 2003, PG&E Funding LLC's principal executive officer and principal financial officer have concluded that such controls and procedures effectively ensure that information required to be disclosed by PG&E Funding LLC in reports that the company files or submits under the Securities and Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.  
     There were no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

PART IV

Item 15:  Exhibits, Financial Statement Schedules, and Reports on form 8-K.

|(a) | The following documents are filed as part of this report:           
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|(b) | Reports on Form 8-K filed during the quarter ended December 31, 2002
|    | and through the date hereof: None                                   



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(1)Incorporated by reference to the exhibit with the same name and numerical

designation included in the Registrant's Registration Statement on Form S-3

No. 333-30715.

(2)Incorporated by reference to the exhibit with the same name and numerical

designation included in the Registrant's Report on Form 8-K dated

December 8, 1997.





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized, on the 14th day of March, 2003.



PG&E FUNDING LLC, as Registrant





By  /s/ KENT M. HARVEY

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

Kent M. Harvey, Chairman and President





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 indicated on March 14, 2003.





|Signature               | Title                         
|----------------------- | ------------------------------
|----------------------- | ------------------------      
|                        |                               
|                        |                               
|                        |                               
|/s/ KENT M. HARVEY      | President and Director        
|----------------------- | -----------------------       
|Kent M. Harvey          | (Principal Executive Officer) 
|                        |                               
|                        |                               
|                        |                               
|/s/ MICHAEL J. DONNELLY | Treasurer and Director        
|----------------------- | -----------------------       
|Michael J. Donnelly     | (Principal Financial Officer) 
|                        |                               
|                        |                               
|                        |                               
|/s/ DINYAR MISTRY       | Controller                    
|----------------------- | -----------------------       
|Dinyar Mistry           | (Principal Accounting Officer)
|                        |                               
|                        |                               
|                        |                               
|/s/ WALTER S. LEVISON   | Director                      
|----------------------- | -----------------------       
|Walter S. Levison       |                               

I, Kent M. Harvey, certify that:

1. I have reviewed this annual report on Form 10-K of PG&E Funding LLC;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
2. evaluated the effectiveness of the registrant's disclosure controls and procedures within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
3. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

1. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

1. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: March 14, 2003







| | /s/ Kent M. Harvey    
| | ----------------------
| | Kent M. Harvey        
| | Chairman and President
| | PG&E Funding LLC      









1. I have reviewed this annual report on Form 10-K of PG&E Funding LLC;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
5. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
6. evaluated the effectiveness of the registrant's disclosure controls and procedures within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
7. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
8. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

1. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: March 14, 2003







| | /s/ Michael J. Donnelly
| | -----------------------
| | Michael J. Donnelly    
| | Treasurer              
| | PG&E Funding LLC       





INDEX TO EXHIBITS

|Exhibit Number | Description                                                                                                                    
|-------------- | -------------------------------------------------------------------------------------------------------------------------------
|-------------- | ----------------------------------------                                                                                       
|23.1           | Consent of Deloitte & Touche LLP                                                                                               
|99.1           | Quarterly Servicer's Certificate dated December 25, 2002                                                                       
|99.2           | Certifications of the Principal Executive Officer of PG&E Funding LLC required by Section 906 of the Sarbanes-Oxley Act of 2002
|99.3           | Certifications of the Principal Financial Officer of PG&E Funding LLC required by Section 906 of the Sarbanes-Oxley Act of 2002

Other exhibits not filed herewith and listed under Part IV, Item 8, have been

incorporated by reference from other documents previously filed with the

Commission.