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                                                                    EXHIBIT 24.2
                    RESOLUTION OF THE BOARD OF DIRECTORS OF
                                    SCEcorp

                            Adopted: March 17, 1994

                   RE:  Filing of Annual Report on Form 10-K

    WHEREAS, the Securities Exchange Act of 1934, as amended, and regulations
thereunder, require that Annual, Quarterly and from time to time Current
Reports of this corporation be filed with the Securities and Exchange
Commission ("Commission");

    WHEREAS, it is convenient and desirable to effect such filings over the
signatures of attorneys-in-fact and to authorize the same for such purpose;

    NOW, THEREFORE, BE IT RESOLVED, that the Chairman of the Board and Chief
Executive Officer or any Vice President of this corporation be, and each of
them hereby is, authorized and directed to file or cause to be filed with the
Commission the Annual Report on Form 10-K of this corporation for the fiscal
year ended December 31, 1993, Quarterly Reports on Form 10-Q for each of the
first three quarters of fiscal year 1994 and from time to time  during 1994
Current Reports on Form 8-K, in a form or forms which the officer acting or
counsel acting for this corporation may deem necessary or proper, such
determination to be conclusively evidenced by said officer's execution thereof;

    BE IT FURTHER RESOLVED, that each of the officers of this corporation is
hereby authorized to prepare and file or cause to be prepared and filed with
the Commission any and all required or appropriate supplements or further
amendments to the Annual Report on Form 10-K, the Quarterly Reports on Form
10-Q for each of the first three quarters of fiscal year 1994, and from time to
time during 1994 any Current Reports on Form 8-K;

    BE IT FURTHER RESOLVED, that each of the officers of this corporation is
hereby authorized to execute and deliver on behalf of this corporation and in
its name a power of attorney appointing John E. Bryson, Bryant C. Danner, Alan
J. Fohrer, R. K. Bushey, Kenneth S. Stewart, C. Alex Miller, Patricia N.
Glazier, Victoria W. Schwartz, W. J. Scilacci, L. C. Clark, Dorothy J. Fulco,
John Stadnik, Charles Cooke, and Terry M. Adlhock, and each of them, to act
severally as attorney-in-fact for this corporation for the purpose of executing
and filing with the Commission on behalf of this corporation and in its name
the Annual Report on Form 10-K, the Quarterly Reports on Form 10-Q, any Current
Reports on Form 8-K, and any and all amendments and supplements thereto.





                                       
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    I, MOLLY K. BYRD, Assistant Secretary of SCEcorp, certify that the attached
is an accurate and complete copy of a resolution of the Board of Directors of
the corporation, duly adopted at a meeting of its Board of Directors held on
March 17, 1994.



Dated:  March 17, 1994

                                             
                                                    Molly K. Byrd        
                                               ----------------------
                                                 Assistant Secretary
                                                       SCEcorp