EXHIBIT 24.1

                                RESOLUTION OF THE
                                -----------------
                              BOARD OF DIRECTORS OF
                              ---------------------
                                PG&E CORPORATION
                                ----------------

                                February 28, 2000
                                -----------------



     BE IT RESOLVED that each of LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC
MONTIZAMBERT, DEAN R. MORTENSEN, GARY P. ENCINAS, and KATHLEEN HAYES is hereby
authorized to sign on behalf of this corporation and as attorneys in fact for
the Chairman of the Board, President, and Chief Executive Officer, the Senior
Vice President, Chief Financial Officer, and Treasurer, and the Vice President
and Controller of this corporation the Form 10-K Annual Report for the year
ended December 31, 1999, 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 thereunder with regard to said Form 10-K Annual Report


     I, LINDA Y.H. CHENG, do hereby certify that I am an Assistant Corporate
Secretary of PG&E CORPORATION, a corporation organized and existing under the
laws of the State of California; that the above and foregoing is a full, true,
and correct copy of a resolution which was duly adopted by the Board of
Directors of said corporation by unanimous written consent of the directors of
said Board on February 28, 2000; and that this resolution has never been
amended, revoked, or repealed, but is still in full force and effect.

     WITNESS my hand and the seal of said corporation hereunto affixed this
1st day of March, 2000.



                           /s/ Linda Y.H. Cheng
                           -------------------------------
                           Linda Y.H. Cheng
                           Assistant Corporate Secretary
                           PG&E CORPORATION




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                                RESOLUTION OF THE
                                -----------------
                              BOARD OF DIRECTORS OF
                              ---------------------
                        PACIFIC GAS AND ELECTRIC COMPANY
                        --------------------------------

                                February 28, 2000
                                -----------------

     BE IT RESOLVED that each of LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC
MONTIZAMBERT, DEAN R. MORTENSEN, GARY P. ENCINAS, and KATHLEEN HAYES is hereby
authorized to sign on behalf of this company and as attorneys in fact for the
President and Chief Executive Officer and the Senior Vice President - Chief
Financial Officer, Controller, and Treasurer of this company the Form 10-K
Annual Report for the year ended December 31, 1999, 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 thereunder with regard to said Form
10-K Annual Report.


     I, LINDA Y.H. CHENG, do hereby certify that I am Senior Assistant Corporate
Secretary of PACIFIC GAS AND ELECTRIC COMPANY, a corporation organized and
existing under the laws of the State of California; that the above and foregoing
is a full, true, and correct copy of a resolution which was duly adopted by the
Board of Directors of said corporation by unanimous written consent of the
directors of said Board on February 28, 2000; and that this resolution has never
been amended, revoked, or repealed, but is still in full force and effect.

     WITNESS my hand and the seal of said corporation hereunto affixed this 1st
day of March, 2000.

                           /s/ Linda Y.H. Cheng
                           -------------------------------
                           Linda Y.H. Cheng
                           Senior Assistant Corporate Secretary
                           PACIFIC GAS AND ELECTRIC COMPANY



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