Exhibit 24.2

                        TAMPA ELECTRIC COMPANY

             Transcript from Records of Board of Directors

                           January 21, 1998

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          RESOLVED,  that  the  preparation  and  filing with the
     Securities  and  Exchange  Commission of an Annual Report on
     Form  10-K  pursuant to the Securities Exchange Act of 1934,
     as  amended,  including any required exhibits and amendments
     thereto and containing the information required by such form
     and  any  additional  information  as  the  officers  of the
     Company,   with  the  advice  of  counsel,  deem  necessary,
     advisable  or  appropriate (the "Annual Report"), are hereby
     authorized  and  approved;  that  the President and any Vice
     President  of the Company be, and each of them acting singly
     hereby  is,  authorized for and in the name and on behalf of
     the  Company to execute the Annual Report and cause it to be
     filed  with the Securities and Exchange Commission; and that
     the  officers  referred to above be, and each of them hereby
     is, authorized to execute the Annual Report through or by R.
     H.  Kessel,  D.  R.  Pokross,  Jr. or J. B. Ramil, or any of
     them,  as  duly  authorized attorneys pursuant to a Power of
     Attorney  in such form as shall be approved by the Company's
     general counsel.

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     I,  D.  E. Schwartz, hereby certify that I am Assistant Secretary

of  TAMPA ELECTRIC COMPANY (the "Company"), a Florida corporation, and

there  is  above  set  forth  a  true,  correct and complete copy of a

certain  resolution  duly  adopted  by  the Board of Directors of said

Company  at  a  Regular  Meeting  of  said  Board convened and held on

January  21,  1998,  at  which meeting a quorum for the transaction of

business was present and acting throughout.  

     I  further  certify  that  said  resolution has not been altered,

amended  or  rescinded  and  that  the  same  is now in full force and

effect.

     WITNESS my hand and the seal of the Company this 26 day of March,

1998.


                                       /s/ D. E. Schwartz           
                                       Assistant Secretary
                                     TAMPA ELECTRIC COMPANY

(CORPORATE SEAL)




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