EXHIBIT 24.2

                               POWER OF ATTORNEY


     Each of the undersigned Directors of PG&E Corporation hereby constitutes
and appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, WONDY S. LEE, ERIC
MONTIZAMBERT, GARY P. ENCINAS, and KATHLEEN HAYES, and each of them, as his or
her attorneys in fact with full power of substitution to sign and file with the
Securities and Exchange Commission in his or her capacity as such Director of
said corporation the Form 10-K Annual Report for the year ended December 31,
2000, required by Section 13 or 15(d) of the Securities Exchange Act of 1934 and
any and all amendments and other filings or documents related thereto, and
hereby ratifies all that said attorneys in fact or any of them may do or cause
to be done by virtue hereof.

     IN WITNESS WHEREOF, we have signed these presents this 5th day of April,
2001.

DAVID R. ANDREWS                        DAVID M. LAWRENCE
- --------------------------              --------------------------------
David R. Andrews                        David M. Lawrence, MD


DAVID A. COULTER                        MARY S. METZ
- --------------------------              --------------------------------
David A. Coulter                        Mary S. Metz


C. LEE COX                              CARL E. REICHARDT
- --------------------------              --------------------------------
C. Lee Cox                              Carl E. Reichardt


WILLIAM S. DAVILA                       BARRY LAWSON WILLIAMS
- --------------------------              --------------------------------
William S. Davila                       Barry Lawson Williams


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


                               POWER OF ATTORNEY


          ROBERT D. GLYNN, JR., the undersigned, Chairman of the Board, Chief
Executive Officer, and President of PG&E Corporation, hereby constitutes and
appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT,
GARY P. ENCINAS, and KATHLEEN HAYES, and each of them, as his attorneys in fact
with full power of substitution to sign and file with the Securities and
Exchange Commission in his capacity as Chairman of the Board, Chief Executive
Officer, and President (principal executive officer) of said corporation the
Form 10-K Annual Report for the year ended December 31, 2000, required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 and any and all
amendments and other filings or documents related thereto, and hereby ratifies
all that said attorneys in fact or any of them may do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, I have signed these presents this 5th day of
April, 2001.


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


                               POWER OF ATTORNEY

          PETER A. DARBEE, the undersigned, Senior Vice President, Chief
Financial Officer, and Treasurer of PG&E Corporation, hereby constitutes and
appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT,
GARY P. ENCINAS, and KATHLEEN HAYES, and each of them, as his attorneys in fact
with full power of substitution to sign and file with the Securities and
Exchange Commission in his capacity as Senior Vice President, Chief Financial
Officer, and Treasurer (principal financial officer) of said corporation the
Form 10-K Annual Report for the year ended December 31, 2000, required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 and any and all
amendments and other filings or documents related thereto, and hereby ratifies
all that said attorneys in fact or any of them may do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, I have signed these presents this 5th day of
April, 2001.


                                      PETER A. DARBEE
                                      ------------------------------
                                      Peter A. Darbee


                               POWER OF ATTORNEY


          CHRISTOPHER P. JOHNS, the undersigned, Vice President and Controller
of PG&E Corporation, hereby constitutes and appoints LESLIE H. EVERETT, LINDA
Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, and KATHLEEN
HAYES, and each of them, as his attorneys in fact with full power of
substitution to sign and file with the Securities and Exchange Commission in his
capacity as Vice President and Controller (principal accounting officer) of said
corporation the Form 10-K Annual Report for the year ended December 31, 2000,
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 and any
and all amendments and other filings or documents related thereto, and hereby
ratifies all that said attorneys in fact or any of them may do or cause to be
done by virtue hereof.

          IN WITNESS WHEREOF, I have signed these presents this 5th day of
April, 2001.


                                      CHRISTOPHER P. JOHNS
                                      ---------------------------
                                      Christopher P. Johns


                               POWER OF ATTORNEY


          Each of the undersigned Directors of Pacific Gas and Electric Company
hereby constitutes and appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, WONDY S.
LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, and KATHLEEN HAYES, and each of them,
as his or her attorneys in fact with full power of substitution to sign and file
with the Securities and Exchange Commission in his or her capacity as such
Director of said corporation the Form 10-K Annual Report for the year ended
December 31, 2000, required by Section 13 or 15(d) of the Securities Exchange
Act of 1934 and any and all amendments and other filings or documents related
thereto, and hereby ratifies all that said attorneys in fact or any of them may
do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, we have signed these presents this 5th day of
April, 2001.


DAVID R. ANDREWS                   DAVID M. LAWRENCE, MD
- ------------------------           --------------------------
David R. Andrews                   David M. Lawrence, MD


DAVID A. COULTER                   MARY S. METZ
- ------------------------           --------------------------
David A. Coulter                   Mary S. Metz


C. LEE COX                         CARL E. REICHARDT
- ------------------------           --------------------------
C. Lee Cox                         Carl E. Reichardt


WILLIAM S. DAVILA                  GORDON R. SMITH
- ------------------------           --------------------------
William S. Davila                  Gordon R. Smith


ROBERT D. GLYNN, JR.               BARRY LAWSON WILLIAMS
- ------------------------           --------------------------
Robert D. Glynn, Jr.               Barry Lawson Williams


                               POWER OF ATTORNEY


          GORDON R. SMITH, the undersigned, President and Chief Executive
Officer of Pacific Gas and Electric Company, hereby constitutes and appoints
LESLIE H. EVERETT, LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P.
ENCINAS, and KATHLEEN HAYES, and each of them, as his attorneys in fact with
full power of substitution to sign and file with the Securities and Exchange
Commission in his capacity as President and Chief Executive Officer (principal
executive officer) of said corporation the Form 10-K Annual Report for the year
ended December 31, 2000, required by Section 13 or 15(d) of the Securities
Exchange Act of 1934 and any and all amendments and other filings or documents
related thereto, and hereby ratifies all that said attorneys in fact or any of
them may do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, I have signed these presents this 5th day of
April, 2001.



                                   GORDON R. SMITH
                                   ------------------------------
                                   Gordon R. Smith


                               POWER OF ATTORNEY


          KENT M. HARVEY, the undersigned, Senior Vice President - Chief
Financial Officer and Treasurer of Pacific Gas and Electric Company, hereby
constitutes and appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, WONDY S. LEE, ERIC
MONTIZAMBERT, GARY P. ENCINAS, and KATHLEEN HAYES, and each of them, as his
attorneys in fact with full power of substitution to sign and file with the
Securities and Exchange Commission in his capacity as Senior Vice President -
Chief Financial Officer and Treasurer (principal financial officer) of said
corporation the Form 10-K Annual Report for the year ended December 31, 2000,
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 and any
and all amendments and other filings or documents related thereto, and hereby
ratifies all that said attorneys in fact or any of them may do or cause to be
done by virtue hereof.

          IN WITNESS WHEREOF, I have signed these presents this 5th day of
April, 2001.



                                   KENT M. HARVEY
                                   ------------------------------
                                   Kent M. Harvey


                               POWER OF ATTORNEY


          DINYAR B. MISTRY, the undersigned, Vice President - Controller of
Pacific Gas and Electric Company, hereby constitutes and appoints LESLIE H.
EVERETT, LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, and
KATHLEEN HAYES, and each of them, as his attorneys in fact with full power of
substitution to sign and file with the Securities and Exchange Commission in his
capacity as Vice President - Controller (principal accounting officer) of said
corporation the Form 10-K Annual Report for the year ended December 31, 2000,
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 and any
and all amendments and other filings or documents related thereto, and hereby
ratifies all that said attorneys in fact or any of them may do or cause to be
done by virtue hereof.

          IN WITNESS WHEREOF, I have signed these presents this 5th day of
April, 2001.



                                        DINYAR B. MISTRY
                                        ---------------------
                                        Dinyar B. Mistry