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May 13, 2024
Sumeet Singh
Executive Vice President and Operations and Chief Operating Officer
Pacific Gas & Electric Company
PG&E Recovery Funding LLC
300 Lakeside Drive
Oakland, California 94612
Re:Pacific Gas & Electric Company
PG&E Recovery Funding LLC
Registration Statement on Form SF-1
Filed April 15, 2024
File Nos. 333-278688 and 333-278688-01
Dear Sumeet Singh:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form SF-1
Cover Page
1.We note your footnote stating that interest on the recovery bonds will accrue from [ ],
2024 and that accrued interest must be paid by the purchaser if the bonds are delivered
after that date.  Please revise your form of prospectus to clarify the meaning of this
statement and disclose the material terms of any such obligation on the part of the
purchaser to pay interest on the bonds.
2.We note that the recovery bonds will be offered in three tranches.  Please revise your
cover page and your form of prospectus as necessary to identify the tranche designations
being offered.  Refer to Item 501(b)(2) of Regulation S-K and Item 1102(b) of Regulation
AB.

 FirstName LastNameSumeet Singh
 Comapany NamePacific Gas & Electric Company
 May 13, 2024 Page 2
 FirstName LastNameSumeet Singh
Pacific Gas & Electric Company
May 13, 2024
Page 2
Prospectus Summary of Terms
Diagram of Transaction and Flow of Funds, page 12
3.The diagram of the transaction and the chart representing the flow of funds are not
readable. Specifically, the diagrams are too small and the text is not clear or legible.
Please revise accordingly.
Priority of Payments, page 17
4.We note your disclosure that PG&E, as initial servicer and administrator, will be entitled
to receive reimbursement of out-of-pocket expenses in addition to the annual servicing
and administration fees.  We are unable to locate additional disclosure throughout the
form of prospectus with respect to the expected amount of such out-of-pocket expenses or
whether there are any restrictions or limits on such out-of-pocket expenses.  Please revise.
Risk Factors
PG&E Corporation and PG&E could be liable as a result of [Various Wildfires], page 31
5.We note your risk factor stating that PG&E Corporation and PG&E could be liable as a
result of various wildfires occurring 2019-2022 or future wildfires, which could impact
PG&E's ability to service the recovery property.  Please revise your risk factor and, if
applicable, your disclosure throughout your prospectus as necessary, to explain why such
liability could impact servicing of the recovery property or could otherwise impact
bondholders.  As an example only, we note your statement that liability for any such
wildfire(s) could require PG&E to make restitution payments to victims, but the risk
factor does not state how such restitution payments would impact the holders of the
recovery bonds.  Refer to Item 503 of Regulation S-K.
The issuing entity will issue several tranches, and may issue multiple series, of the recovery
bonds, page 45
6.We note your disclosure that "some matters relating to the recovery bonds may require the
vote of the holders of all tranches of the recovery bonds."  Your form of prospectus,
however, does not appear to include disclosure about which matters may require the vote
of the holders of all tranches of the bonds.  Please revise.
Security for the Recovery Bonds, page 109
7.We note that, in addition to the recovery property, the bonds will also be secured by "the
collection account for the recovery bonds and all subaccounts of the collection
account, and all amounts of cash instruments, investment property or other assets on
deposit therein or credited thereto from time to time and all financial assets and securities
entitlements carried therein or credited thereto."  Please confirm whether any of the
underlying collateral will consistent of securities for purposes of Securities Act Rule 190.

 FirstName LastNameSumeet Singh
 Comapany NamePacific Gas & Electric Company
 May 13, 2024 Page 3
 FirstName LastNameSumeet Singh
Pacific Gas & Electric Company
May 13, 2024
Page 3
How a Bankruptcy May Affect Your Investment , page 138
8.Here and elsewhere throughout your form of prospectus, you discuss the risk associated
with a potential bankruptcy proceeding of the seller or servicer and you note that the
servicer will commingle the fixed recovery charges with other revenues it collects, which
might obstruct access to the fixed recovery charges in case of the servicer’s bankruptcy
and reduce the value of an investment in the recovery bonds. You further note that a
bankruptcy filing by PG&E could trigger a bankruptcy filing by the issuing entity with
similar negative consequences for bondholders. We note that PG&E Corporation and
Pacific Gas and Electric Company's Annual Report for the year ending December 31,
2023, includes disclosure related to PG&E's recent emergence from Chapter 11 and
ongoing proceedings and costs related to such bankruptcy proceedings. When discussing
the risks to the recovery bonds associated with a potential bankruptcy proceeding, please
consider whether such risks should be discussed in context of registrant's recent
experience with such proceedings. To the extent material, please also address any recent
or ongoing bankruptcy-related proceedings PG&E Corporation and Pacific Gas and
Electric Company have.
Affiliations and Certain Relationships and Related Transactions, page 145
9.Your disclosure refers to certain ordinary course banking relationships maintained by each
of the sponsor, the initial servicer and the depositor with certain other transaction parties.
To the extent there are other material affiliations, relationships and/or related
transactions that are required to be disclosed under Item 1119 of Regulation AB, please
revise your disclosure to identify any such affiliations, relationships and/or related
transactions. We note your disclosure on page 53, for example, that PG&E worked with
the underwriters in preparing legal agreements that provide for the terms and security of
the recovery bonds. Refer to Item 1119 of Regulation AB.

Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-2
10.Please file your remaining exhibits with your next amendment. Refer to Item 1100(f) of
Regulation AB and Item 601 of Regulation S-K.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameSumeet Singh
 Comapany NamePacific Gas & Electric Company
 May 13, 2024 Page 4
 FirstName LastName
Sumeet Singh
Pacific Gas & Electric Company
May 13, 2024
Page 4
            Please contact Hodan Siad at 202-549-7631 or Kayla Roberts at 202-551-3490 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance