EXHIBIT 24.1
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 and John G. Sylvia, as his/her true and lawful
attorneys-in-fact and agents, jointly and severally, 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 Company's registration statement on
Form S-3 (the "Registration Statement") in connection with the Company's
offering of its limited recourse senior secured notes and to execute any
amendments thereto (including post-effective amendments) or certificates that
may be required in connection with the Registration Statement, and to file
the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission and granting unto said
attorneys- in-fact and agents, jointly and severally, 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 attorneys-in-fact and agents,
jointly and severally, or his/her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
POWER OF ATTORNEY
DATE: May 11, 1995
/s/ David L. Sokol /s/ Ben M. Holt
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DAVID L. SOKOL BEN M. HOLT
/s/ Edgar D. Aronson /s/ Richard A. Jaros
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EDGAR D. ARONSON RICHARD R. JAROS
/s/ Judith E. Ayres /s/ Walter Scott, Jr.
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JUDITH E. AYRES WALTER SCOTT, JR.
/s/ John R. Shiner
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JAMES Q. CROWE JOHN R. SHINER
/s/ Richard K. Davidson /s/ David E. Wit
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RICHARD K. DAVIDSON DAVID E. WIT