Exhibit 24.02

                           EL PASO ELECTRIC COMPANY
                           CERTIFICATE OF RESOLUTION

     I, Guillermo Silva, Jr., Secretary of El Paso Electric Company, a Texas
corporation (the "Company"), do hereby certify that attached hereto is a true,
correct and complete copy of the resolution authorizing signatures pursuant to
the Power of Attorney for the 1999 Form 10-K, duly adopted by the Board of
Directors of the Company at a meeting of said Board duly convened and held on
February 10, 2000.

     IN WITNESS WHEREOF, I have hereunto set my hand and have affixed the seal
of the Company this 10th day of March 2000.



                                      /s/ GUILLERMO SILVA, JR.
                                    --------------------------
                                    Guillermo Silva, Jr.
                                    Secretary

(Corporate Seal)



                           EL PASO ELECTRIC COMPANY
                              BOARD OF DIRECTORS
                                  RESOLUTION
                               FEBRUARY 10, 2000

     FURTHER RESOLVED, that James Haines, Eduardo A. Rodriguez, Gary R. Hedrick,
Terry Bassham and Guillermo Silva, Jr., are each hereby duly appointed the
Company's, and its Officers' and Directors', true and lawful attorneys-in-fact
and agents, for its place and stead, in any and all capacities, with full power
to act alone, to sign the Company's Annual Report on Form 10-K for the year
ended December 31, 1999 (the "1999 Form 10-K"), and in any and all amendments
thereto, and to file such 1999 Form 10-K and each such amendment, with all
exhibits thereto, and any and all documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto each of the said
attorney-in-fact and agents, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.