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                                                                   EXHIBIT 23
                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation by
reference of our reports dated February 16, 1994, included or incorporated by
reference in this Form 10-K, into the Company's previously filed registration
statements as follows: (1) Form S-3 Registration Statement File No. 33-7542
(relating to the Company's Common Stock Shelf Program); (2) Form S-3
Registration Statement File No. 33-27010 (relating to the Company's Dividend
Reinvestment Plan); (3) Form S-3 Registration Statement File No. 33-64136
(relating to $2,000,000,000 aggregate principal amount of the Company's First
and Refunding Mortgage Bonds and Medium-Term Notes); (4) Form S-3 Registration
Statement File No. 33-50707 (relating to $1,500,000,000 aggregate principal
amount of the Company's First and Refunding Mortgage Bonds); (5) Form S-3
Registration Statement File No. 33-38334 (relating to 2,414,892 shares of the
Company's Common Stock); (6) Form S-8 Registration Statement File No. 33-50601
(relating to the Company's Savings Fund Plan for Employees); (7) Form S-8
Registration Statement File No. 33-23692 (relating to the Company's 1986 Stock
Option Plan); and (8) Form S-3 Registration Statement File No. 33-62488
(relating to 10,000,000 shares of the Company's Redeemable First Preferred
Stock).

We also consent to the incorporation of our report dated March 14, 1994,
included in Exhibit 99 to this Form 10-K into the Company's previously filed
Registration Statement File No. 33-50601 (relating to the Company's Savings
Fund Plan for Employees).



ARTHUR ANDERSEN & CO.
San Francisco, California,
March 28, 1994