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, ERIC MONTIZAMBERT, KATHLEEN
RUEGER, GARY P. ENCINAS and JULIE C. GAVIN, 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,
1996, 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 19th day of
February, 1997.

Stanley T. Skinner                    Richard B. Madden
- ------------------                    -----------------
Robert D. Glynn, Jr.                  John C. Sawhill
- --------------------                  ---------------
Richard A. Clarke                     David M. Lawrence
- -----------------                     -----------------
H. M. Conger                          Alan Seelenfreund
- ------------                          -----------------
Mary S. Metz                          Samuel T. Reeves
- ------------                          ----------------
Rebecca Q. Morgan                     Carl E. Reichardt
- -----------------                     -----------------
C. Lee Cox
- ----------
Barry Lawson Williams
- ---------------------

 
                               POWER OF ATTORNEY

          STANLEY T. SKINNER, the undersigned, Chairman of the Board and Chief
Executive Officer of PG&E Corporation, hereby constitutes and appoints LESLIE H.
EVERETT, LINDA Y.H CHENG, ERIC MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS
and JULIE C. GAVIN, 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 and Chief Executive Officer (principal
executive officer) of said corporation the Form 10-K Annual Report for the year
ended December 31, 1996, 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 19th day of
February, 1997.



                                       STANLEY T. SKINNER               
                                       ------------------    
                                       STANLEY T. SKINNER

 
                               POWER OF ATTORNEY

          GORDON R. SMITH, the undersigned, Chief Financial Officer of PG&E
Corporation, hereby constitutes and appoints LESLIE H. EVERETT, LINDA Y.H.
CHENG, ERIC MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS and JULIE C. GAVIN,
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
Chief Financial Officer (principal financial officer) of said corporation the
Form 10-K Annual Report for the year ended December 31, 1996, 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 19th day of
February, 1997.


                                       GORDON R. SMITH            
                                       ---------------        
                                       GORDON R. SMITH

 
                               POWER OF ATTORNEY

          CHRISTOPHER P. JOHNS, the undersigned, Controller of PG&E Corporation,
hereby constitutes and appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC
MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS and JULIE C. GAVIN, 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 Controller
(principal accounting officer) of said corporation the Form 10-K Annual Report
for the year ended December 31, 1996, 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 19th day of
February, 1997.


                                       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, ERIC
MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS and JULIE C. GAVIN, 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, 1996, 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 19th day of
February, 1997.

Stanley T. Skinner                    Richard B. Madden
- ------------------                    -----------------
Robert D. Glynn, Jr.                  John C. Sawhill
- --------------------                  ---------------
Richard A. Clarke                     David M. Lawrence
- -----------------                     -----------------
H. M. Conger                          Alan Seelenfreund
- ------------                          -----------------
Mary S. Metz                          Samuel T. Reeves
- ------------                          ----------------
Rebecca Q. Morgan                     Carl E. Reichardt
- -----------------                     -----------------
C. Lee Cox
- ----------
Barry Lawson Williams
- ---------------------

 
                               POWER OF ATTORNEY

          STANLEY T. SKINNER, the undersigned, Chairman of the Board and Chief
Executive Officer of Pacific Gas and Electric Company, hereby constitutes and
appoints LESLIE H. EVERETT, LINDA Y.H CHENG, ERIC MONTIZAMBERT, KATHLEEN RUEGER,
GARY P. ENCINAS and JULIE C. GAVIN, 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 and Chief Executive
Officer (principal executive officer) of said corporation the Form 10-K Annual
Report for the year ended December  31, 1996, 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 19th day of
February, 1997.



                                       STANLEY T. SKINNER               
                                       ------------------    
                                       STANLEY T. SKINNER

 
                               POWER OF ATTORNEY

          GORDON R. SMITH, the undersigned, Senior Vice President and Chief
Financial Officer of Pacific Gas and Electric Company, hereby constitutes and
appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC MONTIZAMBERT, KATHLEEN
RUEGER, GARY P. ENCINAS and JULIE C. GAVIN, 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 and Chief Financial
Officer (principal financial officer) of said corporation the Form 10-K Annual
Report for the year ended December 31, 1996, 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 19th day of
February, 1997.


                                       GORDON R. SMITH            
                                       ---------------        
                                       GORDON R. SMITH

 
                               POWER OF ATTORNEY

          CHRISTOPHER P. JOHNS, the undersigned, Vice President and Controller
of Pacific Gas and Electric Company, hereby constitutes and appoints LESLIE H.
EVERETT, LINDA Y.H. CHENG, ERIC MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS
and JULIE C. GAVIN, 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,
1996, 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 19th day of
February, 1997.


                                       CHRISTOPHER P. JOHNS            
                                       --------------------   
                                       CHRISTOPHER P. JOHNS