EXHIBIT 24.2

                                POWER OF ATTORNEY

         Each of the undersigned Directors of PG&E Corporation hereby
constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, 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, 2003, 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, 2004.

 LESLIE S. BILLER                             DAVID M. LAWRENCE, MD
- -------------------------------------        -----------------------------------
 Leslie S. Biller                             David M. Lawrence, MD

 DAVID A. COULTER                             MARY S. METZ
- -------------------------------------        -----------------------------------
 David A. Coulter                             Mary S. Metz

 C. LEE COX                                   CARL. E. REICHARDT
- -------------------------------------        -----------------------------------
 C. Lee Cox                                   Carl E. Reichardt

 WILLIAM S. DAVILA                            BARRY LAWSON WILLIAMS
- -------------------------------------        -----------------------------------
 William S. Davila                            Barry Lawson Williams

 ROBERT D. GLYNN, JR.
- -------------------------------------
 Robert D. Glynn, Jr.



                                POWER OF ATTORNEY

                  ROBERT D. GLYNN, JR., the undersigned, Chairman of the Board,
Chief Executive Officer, and President of PG&E Corporation, hereby constitutes
and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, 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, Chief Executive Officer, and President
(principal executive officer) of said corporation the Form 10-K Annual Report
for the year ended December 31, 2003, 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, 2004.

                                     ROBERT D. GLYNN, JR.
                                     -----------------------------------
                                        Robert D. Glynn, Jr.



                                POWER OF ATTORNEY

                  PETER A. DARBEE, the undersigned, Senior Vice President and
Chief Financial Officer of PG&E Corporation, hereby constitutes and appoints
LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, 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 Senior Vice President and Chief Financial Officer (principal
financial officer) of said corporation the Form 10-K Annual Report for the year
ended December 31, 2003, 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, 2004.

                                     PETER A. DARBEE
                                     -------------------------------
                                         Peter A. Darbee



                                POWER OF ATTORNEY

                  CHRISTOPHER P. JOHNS, the undersigned, Senior Vice President
and Controller of PG&E Corporation, hereby constitutes and appoints LINDA Y.H.
CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, 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 Senior
Vice President and Controller (principal accounting officer) of said corporation
the Form 10-K Annual Report for the year ended December 31, 2003, 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, 2004.

                                     CHRISTOPHER P. JOHNS
                                     ------------------------------------
                                       Christopher P. Johns




                                POWER OF ATTORNEY

         Each of the undersigned Directors of Pacific Gas and Electric Company
hereby constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC
MONTIZAMBERT, 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,
2003, 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, 2004.

 LESLIE S. BILLER                                 DAVID M. LAWRENCE, MD
- -------------------------------                  -------------------------------
 Leslie S. Biller                                 David M. Lawrence, MD

 DAVID A. COULTER                                 MARY S. METZ
- -------------------------------                  -------------------------------
 David A. Coulter                                 Mary S. Metz

 C. LEE COX                                       CARL E. REICHARDT
- -------------------------------                  -------------------------------
 C. Lee Cox                                       Carl E. Reichardt

 WILLIAM S. DAVILA                                GORDON R. SMITH
- -------------------------------                  -------------------------------
 William S. Davila                                Gordon R. Smith

 ROBERT D. GLYNN, JR.                             BARRY LAWSON WILLIAMS
- -------------------------------                  -------------------------------
 Robert D. Glynn, Jr.                             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 LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, 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,
2003, 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, 2004.

                                     GORDON R. SMITH
                                     ------------------------------------
                                          Gordon R. Smith



                                POWER OF ATTORNEY

                  KENT M. HARVEY, the undersigned, Senior Vice President - Chief
Financial Officer and Treasurer of Pacific Gas and Electric Company, hereby
constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, 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 Senior Vice President - Chief Financial Officer
and Treasurer (principal financial officer) of said corporation the Form 10-K
Annual Report for the year ended December 31, 2003, 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, 2004.

                                     KENT M. HARVEY
                                     -------------------------------
                                           Kent M. Harvey



                                POWER OF ATTORNEY

                  DINYAR B. MISTRY, the undersigned, Vice President - Controller
of Pacific Gas and Electric Company, hereby constitutes and appoints LINDA Y.H.
CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, 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 - Controller (principal accounting officer) of said corporation the
Form 10-K Annual Report for the year ended December 31, 2003, 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, 2004.

                                     DINYAR B. MISTRY
                                     -------------------------------------
                                         Dinyar B. Mistry