Exhibit 24.0

                               POWER OF ATTORNEY



    The undersigned, a member of the Board of Directors of California Energy
Company, Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints Steven A. McArthur, as his/her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for and in his/her
stead, in any and all capacities, to sign on his/her behalf the Form 10-K
Annual Report of the Company filed for the fiscal year ending December 31, 1994
and to execute any amendments thereto, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with the Securities
and Exchange Commission and applicable stock exchanges, with the full power and
authority to do and perform each and every act and thing necessary or advisable
to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, his/her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.






     






Dated:  March 15, 1995


/s/  David L. Sokol
David L. Sokol


/s/  Edgar D. Aronson
Edgar D. Aronson


/s/  Judith E. Ayres
Judith E. Ayres


/s/  James Q. Crowe
James Q. Crowe


/s/  Richard K. Davidson
Richard K. Davidson


/s/  Richard R. Jaros
Richard R. Jaros


/s/  Ben Holt
Ben Holt


/s/  Everett B. Laybourne
Everett B. Laybourne


/s/  Herbert L. Oakes, Jr.
Herbert L. Oakes, Jr.


/s/  Walter Scott, Jr.
Walter Scott, Jr.


/s/  Barton W. Shackelford
Barton W. Shackelford


/s/  David E. Wit
David E. Wit