EXHIBIT 24.1
                          PACIFIC GAS TRANSMISSION COMPANY
                                 BOARD OF DIRECTORS
                              ACTION BY WRITTEN CONSENT

       The Board of Directors of Pacific Gas Transmission Company, a California
  corporation, acting  by  written  consent pursuant to the Bylaws of this
  corporation and the Corporations Code of California, hereby adopts the
  following resolutions:

            WHEREAS, the management of the corporation has recommended the
       filing of the corporation's Annual Report on Form 10-K of the fiscal
       year ending December 31, 1996, with the Securities and Exchange
       Commission; and
            WHEREAS, the Board finds that it is in the best interests of the
       corporation to approve the Annual Report on Form 10-K for fiscal year
       ended December 31, 1996 in substantially the form as circulated to the
       Board prior to approval;
            NOW, THEREFORE, BE IT RESOLVED, that Frank R. Lindh and Vincent
       P. Salvi are hereby authorized to sign, on behalf of this corporation
       and as attorneys in fact for the President, Vice President and Chief
       Financial Officer and Controller of this corporation, the Pacific Gas
       Transmission Company Annual Report on Form 10-K for the fiscal year
       ended December 31, 1996, required by Section 13 or 15(d) of the
       Securities Exchange Act of 1934, and all amendments and other filings
       or documents related thereto to be filed with the Securities and
       Exchange Commission, and to do any and all acts necessary to satisfy
       the requirements of the Securities Exchange Act of 1934 and the
       regulations of the Securities and Exchange Commission adopted thereto
       with regard to said Annual Report on Form 10-K.
            BE IT FURTHER RESOLVED, that this written consent may be signed
       in counterparts, the sum of which constitute the entire written
       consent.

       The undersigned, constituting all of the members of the Board of 
  Directors, hereby consent to and approve the action described above and direct
  the Secretary to file this written consent with the minutes of the proceedings
  of the Board of Directors.

       Dated this 26th day of March, 1997.


                               /s/  TONY F. DISTEFANO
                               ----------------------
                                  Tony F. DiStefano

                              /s/  ROBERT D. GLYNN, JR.
                              -------------------------
                                Robert D. Glynn, Jr.

                              /s/  JACK F. JENKINS-STARK
                              --------------------------
                                Jack F. Jenkins-Stark

                              /s/  STEPHEN P. REYNOLDS
                              --------------------------
                                 Stephen P. Reynolds

                              /s/  GORDON R. SMITH
                              --------------------------
                                   Gordon R. Smith