SecProbe.io

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Mail Stop 03-05
      January 14, 2005

Mr. Kent M. Harvey
PG&E Energy Recovery Funding LLC
245 Market Street, Room 424
San Francisco, CA 94105

Re:	PG&E Energy Recovery Funding LLC
	Amendment No. 2 to Form S-3 filed January 10, 2005
	File No. 333-119762

Dear Mr. Harvey,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free to
call us at the telephone numbers listed at the end of this letter.

General

1. We note your response to our prior comment 1. However, the
prospectus still contains language which suggests that the
prospectus
supplement may contradict the base prospectus.  For example, we
refer
you to "Optional Redemption" on page 14.  Please review the
registration statement and revise accordingly.

Base Prospectus

Credit Enhancement, page 13

2. We note your response to our prior comment 3.  We also note
that
the prospectus still contains references to unspecified third-
party
credit enhancements. Please identify in the base prospectus any
and
all credit enhancements that may be used in connection with this
offering.

3. In addition, please clarify, if true, that the only swap
agreements
contemplated by this offering are interest rate swaps.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Daniel H. Morris at (202) 824-5228 or me at
(202)
942-1850 with any other questions.

Sincerely,

Max A. Webb

cc:	Via Facsimile
      Dean Criddle, Orrick, Herrington & Sutcliffe (Fax:
415.773.5759)
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PG&E Energy Recovery Funding LLC
January 14, 2005
Page 1

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