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, WONDY S.
LEE, 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,
1997, 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 18th day of
February, 1998.

Richard A. Clarke               Richard B. Madden

Harry M. Conger                 Mary S. Metz

David A. Coulter                Rebecca Q. Morgan

C. Lee Cox                      Carl E. Reichardt

William S. Davilla              John C. Sawhill

Robert D. Glynn, Jr.            Barry Lawson Williams

David M. Lawrence, MD

 
                               POWER OF ATTORNEY


        ROBERT D. GLYNN, 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, ERIC MONTIZAMBERT, WONDY S. LEE,
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 and Chief Executive
Officer (principal executive officer) of said 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 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 18th day of
February, 1998.


                                           Robert D. Glynn, Jr.
                                     --------------------------------
                                           Robert D. Glynn, Jr.
                

 
                               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, ERIC MONTIZAMBERT, WONDY S. LEE, 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, 1997,
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 18th day of
February, 1998.

                                          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, WONDY S. LEE, 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, 1997, 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 18th day of
February, 1998.


Richard A. Clarke               Richard B. Madden

Harry M. Conger                 Mary S. Metz

David A. Coulter                Rebecca Q. Morgan

C. Lee Cox                      Carl E. Reichardt

William S. Davilla              John C. Sawhill

Robert D. Glynn, Jr.            Gordon R. Smith

David M. Lawrence, MD           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, ERIC MONTIZAMBERT, WONDY S. LEE, 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, 1997, 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 18th day of
February, 1998.

                                             Gordon R. Smith
                                     --------------------------------
                                             Gordon R. Smith

 
                               POWER OF ATTORNEY


        KENT M. HARVEY, the undersigned, Senior Vice President - Treasurer and
Chief Financial Officer of Pacific Gas and Electric Company, hereby constitutes
and appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC MONTIZAMBERT, WONDY S.
LEE, GARY P. ENCINAS, and KATHLEEN RUEGER, 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 - Treasurer and
Chief Financial Officer (principal financial officer) of said 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 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 18th day of
February, 1998.

                                              Kent M. Harvey
                                     --------------------------------
                                              Kent M. Harvey

 
                               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, WONDY S. LEE, 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, 1997,
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 18th day of
February, 1998.

                                           Christopher P. Johns
                                     --------------------------------
                                           Christopher P. Johns