EXHIBIT 24.2


      I, Bonita J. Smith, Assistant Secretary of Edison International,
certify that the attached is an accurate and complete copy of a resolution
of the Board of Directors of the corporation, duly adopted at a meeting
of its Board of Directors held on March 20, 1997.

Dated:  March 24, 1997




                                       Bonita J. Smith
                                       -----------------------------------
                                       Bonita J. Smith
                                       Assistant Secretary
                                       Edison International


                    RESOLUTION OF THE BOARD OF DIRECTORS OF
                             EDISON INTERNATIONAL
                            Adopted: March 20, 1997

                       RE:    ANNUAL REPORT ON FORM 10-K

      WHEREAS, the Securities Exchange Act of 1934, and regulations
thereunder, require that Annual, Quarterly and Current Reports be filed
with the Securities and Exchange Commission ("Commission"); and it is
desirable to effect such filings over the signatures of attorneys-in-fact;

      NOW, THEREFORE, BE IT RESOLVED, that each of the officers of this 
corporation is hereby authorized to file or cause to be filed with the
Commission the Annual Report on Form 10-K of this corporation for the
fiscal year ended December 31, 1996, Quarterly Reports on Form 10-Q for
each of the first three quarters of fiscal year 1997, Current Reports on
Form 8-K from time to time during 1997 and through March 19, 1998, and any
required or appropriate supplements or amendments to such reports, all in
such forms as the officer acting or counsel for this corporation considers
appropriate.

      BE IT FURTHER RESOLVED, that each of the officers of this
corporation is hereby authorized to execute and deliver on behalf of this
corporation and in its name a power of attorney appointing Bryant C.
Danner, Alan J. Fohrer, R. K. Bushey, Theodore F. Craver, Jr., Beverly P.
Ryder, Kenneth S. Stewart, Mary C. Simpson, Paige W. R. White, Peggy A.
Langworthy, Joseph G. Llorens, Timothy W. Rogers, Bonita J. Smith and
Thomas J. Dennis, and each of them, to act severally as attorney-in-fact
for this corporation for the purpose of executing and filing with the
Commission the above-described reports and any amendments and supplements
thereto.

PAGE