Exhibit 24.1



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

                               February 18, 1998
                               -----------------

          BE IT RESOLVED that each of LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC
MONTIZAMBERT, WONDY S. LEE, 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, 1997, 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, WONDY S. LEE, 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 at a meeting of said Board which was duly and 
regularly called and held on February 18, 1998; 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never been amended, revoked, or repealed, but is still in full force and effect.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 4th 
day of March, 1998.


                                                Wondy S. Lee
                                                ------------------------
                                                Wondy S. Lee
                                                Assistant Corporate Secretary
                                                PG&E CORPORATION





[CORPORATE
   SEAL]

 
                               RESOLUTION OF THE
                               -----------------
                             BOARD OF DIRECTORS OF
                             ---------------------
                        PACIFIC GAS AND ELECTRIC COMPANY
                        --------------------------------
                                        
                               February 18, 1998
                               -----------------

          BE IT RESOLVED that each of LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC
MONTIZAMBERT, WONDY S. LEE, 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, the Senior Vice President-Treasurer and
Chief Financial Officer, and the Vice President and Controller of this
corporation the Form 10-K Annual Report for the year ended December 31, 1997,
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, WONDY S. LEE, do hereby certify that I am an 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 at a meeting of said Board which was duly
and regularly called and held on February 18, 1998, 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 
4th day of March, 1998.

                                        Wondy S. Lee
                                        ---------------------------
                                        Wondy S. Lee
                                        Assistant Corporate Secretary
                                        PACIFIC GAS AND ELECTRIC COMPANY



[CORPORATE
   SEAL]