1
                                                                EXHIBIT 24.2
                
                               POWER OF ATTORNEY


  Each of the undersigned Directors of Pacific Gas and Electric Company hereby
constitutes and appoints LESLIE H. EVERETT, BRIAN L. McGRATH, KATHLEEN RUEGER,
BRUCE R. WORTHINGTON or JULIE C. GAVIN 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, 1993 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 16th day of March,
1994.




                               
R. A. CLARKE                  JOHN C. SAWHILL   
- ---------------------------   --------------------------

STANLEY T. SKINNER            WILLIAM S. DAVILA     
- ---------------------------   --------------------------

LESLIE L. LUTTGENS            ALAN SEELENFREUND     
- ---------------------------   --------------------------

H. M. CONGER                  SAMUEL T. REEVES  
- ---------------------------   --------------------------

WILLIAM F. MILLER             BARRY LAWSON WILLIAMS 
- ---------------------------   --------------------------

MARY S. METZ                  CARL E. REICHARDT 
- ---------------------------   --------------------------

MELVIN B. LANE                JOHN B. M. PLACE  
- ---------------------------   --------------------------

RICHARD B. MADDEN             GEORGE A. MANEATIS    
- ---------------------------   --------------------------





   2
                               POWER OF ATTORNEY



         RICHARD A. CLARKE, the undersigned, Chairman of the Board, Chief
Executive Officer and Director of Pacific Gas and Electric Company, hereby
constitutes and appoints LESLIE H. EVERETT, BRIAN L. McGRATH, KATHLEEN RUEGER,
BRUCE R. WORTHINGTON or JULIE C. GAVIN 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 Director of
said corporation the Form 10-K Annual Report for the year ended December 31,
1993 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 16th day of
March, 1994.



                                              RICHARD A. CLARKE  
                                      -----------------------------------
                                              RICHARD A. CLARKE  






   3
                               POWER OF ATTORNEY


         GORDON R. SMITH, the undersigned, Vice President and Chief Financial
Officer of Pacific Gas and Electric Company, hereby constitutes and appoints
LESLIE H. EVERETT, BRIAN L. McGRATH, KATHLEEN RUEGER, BRUCE R. WORTHINGTON or
JULIE C. GAVIN 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 and Chief Financial Officer of said corporation the Form 10-K Annual
Report for the year ended December 31, 1993 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 16th day of
March, 1994.



                                                GORDON R. SMITH
                                        ------------------------------
                                                GORDON R. SMITH




   4
                               POWER OF ATTORNEY



         THOMAS C. LONG, the undersigned, Controller of Pacific Gas and
Electric Company, hereby constitutes and appoints LESLIE H. EVERETT, BRIAN L.
McGRATH, KATHLEEN RUEGER, BRUCE R. WORTHINGTON or JULIE C. GAVIN his attorneys
in fact with full power of substitution to sign and file with the Securities
and Exchange Commission in his capacity as Controller of said corporation the
Form 10-K Annual Report for the year ended December 31, 1993 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 16th day of
March, 1994.



                                                        THOMAS C. LONG
                                                ------------------------------
                                                        THOMAS C. LONG