Exhibit 24.2
                                
                        RESOLUTION OF THE
                      BOARD OF DIRECTORS OF
                        PG&E CORPORATION
                                
                        January 15, 1997

          WHEREAS, the Board of Directors of Pacific Gas and
Electric Company ("PG&E") at its meeting on November 6, 1996, and
the Executive Committee of the Board of Directors of Pacific Gas
Transmission Company ("PGT") at its meeting on November 6, 1996,
approved the acquisition, either directly by PGT or by an
affiliated company, of up to 100 percent of the stock and/or
business assets and related liabilities of  Teco Pipeline Company
("Teco"), subject to certain terms and conditions;

          WHEREAS, PGT entered into an Agreement and Plan of
Merger, dated as of November 18, 1996 (the "Merger Agreement"),
for the acquisition of 100 percent of the stock of Teco;

          WHEREAS, the Merger Agreement permits PGT to assign the
Merger Agreement to this corporation;

          WHEREAS, it is desirable and in the best interests of
this corporation and its shareholders to have PGT assign the
Merger Agreement to this corporation and to form a subsidiary
("Merger Sub") to be merged with and into Teco (the "Merger") to
effectuate the acquisition of Teco as provided for and in
accordance with the terms of the Merger Agreement; and

          WHEREAS, pursuant to the Merger, all shares of Teco's
common stock outstanding immediately prior to the Merger shall be
converted into shares of this corporation's common stock in
accordance with the terms of the Merger Agreement, and each share
of Merger Sub outstanding immediately prior to the Merger shall
be converted into one share of common stock of Teco, the
surviving corporation;

          NOW, THEREFORE, BE IT RESOLVED that the Chairman of the
Board, the President, the Chief Financial Officer, the Treasurer,
and the General Counsel of this corporation (the "Delegated
Officers") each are hereby authorized to execute and deliver
(i) an agreement for the assignment of PGT's rights under the
Merger Agreement to this corporation and the assumption by this
corporation of PGT's obligations under the Merger Agreement, and
(ii) any amendments or modifications to the Merger Agreement as
such officers may determine to be advisable, provided that the
Delegated Officers shall not be authorized to amend or modify the
Merger Agreement to provide for the issuance of more than
17,000,000 shares of this corporation's common stock in
connection with the Merger; and

          BE IT FURTHER RESOLVED that, in connection with the
Merger, this corporation shall issue such number of shares of
this corporation's common stock (the "Stock") to the holders of
the Teco common stock outstanding immediately prior to the Merger
as provided for by the terms of the Merger Agreement, as may be
amended or modified by any of the Delegated Officers; and

          BE IT FURTHER RESOLVED that, in connection with the
Merger, each of the Delegated Officers is hereby authorized to
execute and deliver one or more registration rights agreements
with the holders of the Stock, having such terms and conditions
as said officers, or any of them, may determine to be fair and
reasonable; and

          BE IT FURTHER RESOLVED that the officers and counsel of
this corporation are hereby authorized, jointly and severally, to
take such actions and execute and deliver such agreements and
documents on behalf of this corporation as may in their judgment
be necessary, convenient, or appropriate to carry out these
resolutions, including, without limitation, the preparation,
execution, and filing of a registration statement or statements
under the Securities Act of 1933 with the Securities and Exchange
Commission, and any necessary amendments or supplements thereto,
with respect to the Stock (the "Registration Statement"); and

          BE IT FURTHER RESOLVED that each of BRUCE R.
WORTHINGTON, LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC
MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS, CRAIG M.
BUCHSBAUM, and GRACE U. SHIN is hereby authorized to sign the
Registration Statement on behalf of this corporation and all
amendments or supplements thereto, and to do any and all acts
necessary to satisfy the requirements of the Securities Act of
1933 and the regulations of the Securities and Exchange
Commission adopted pursuant thereto with regard to the filing of
the Registration Statement and all amendments or supplements
thereto; and

          BE IT FURTHER RESOLVED that each of the Delegated
Officers, the Corporate Secretary, each Assistant Corporate
Secretary, and the Assistant Treasurer of this corporation is
hereby authorized on behalf of this corporation to sign any
applications to be made to the New York Stock Exchange, the
Pacific Stock Exchange, and any other stock exchange as may be
deemed appropriate by any of the foregoing officers for the
listing thereon of the Stock, and any documents or agreements
relating thereto, and to make such changes therein, as may be
necessary to conform with requirements for listing, to appear, if
necessary, before the officials of an exchange, and to appoint an
agent for this corporation to carry out necessary acts in
connection with such listing, if determined by such officer to be
necessary or advisable; and

          BE IT FURTHER RESOLVED that this corporation shall
issue and deliver, at or after the closing and at such other
times as contemplated by the Merger Agreement, certificates
representing the shares of Stock in the form heretofore approved
by this Board and in accordance with said Merger Agreement; and

          BE IT FURTHER RESOLVED that the certificates
representing said Stock may be executed and authenticated by
facsimile signatures of the Chairman of the Board and of the
Corporate Secretary of this corporation; and

          BE IT FURTHER RESOLVED that the Transfer Agent of this
corporation is hereby authorized and requested to countersign, by
manual or facsimile signature, and deliver in accordance with

directions of the Corporate Secretary of this corporation
fullpaid certificates representing whole shares only for all or
any part of said Stock when such certificates are duly executed
and authenticated in the manner provided for in the resolutions
of this Board, and also to countersign, by manual or facsimile
signature, and deliver additional new fullpaid certificates
representing all or any part of such Stock, upon receiving and
cancelling therefor fullpaid certificates representing a like
number of shares of such Stock duly assigned and transferred by
the registered owner or owners thereof, their successors, or
assigns; and

          BE IT FURTHER RESOLVED that WELLS FARGO BANK, N.A.,
Registrar of Transfers, is hereby authorized and requested to
register and countersign, by manual signature, fullpaid
certificates for all or any part of said Stock when such
certificates, duly executed and authenticated in the manner
provided for in the resolutions of this Board and countersigned,
by manual or facsimile signature, by its Transfer Agent are
presented for registration, and also to register and countersign
additional new fullpaid certificates representing all or any part
of such Stock when executed, authenticated, and countersigned as
above described and accompanied by cancelled old certificates
representing a like number of shares of such Stock, in lieu of
which such new certificates are to be issued; and

          BE IT FURTHER RESOLVED that the officers, employees,
and agents of this corporation, including the Transfer Agent and
WELLS FARGO BANK, N.A., as Registrar of Transfers, are hereby
authorized and directed to do any and all things necessary in
order so to issue and deliver said shares and the certificates
representing said shares; and

          BE IT FURTHER RESOLVED that the appropriate officers of
this corporation are authorized to prepare, execute, and file all
necessary other documents, and to take all action which, as a
result of the proposed issuances of the Stock herein authorized,
may be required to comply with the securities or blue sky laws of
the various states and jurisdictions of the United States; and
that this Board of Directors hereby adopts the form of any
resolutions required by any such authority to be filed in

connection with any applications, consents to service, issuers'
covenants, or other documents if (1) in the opinion of the
officers of this corporation executing the same, adoption of such
resolutions is necessary or appropriate, and (2) the Corporate
Secretary or an Assistant Corporate Secretary of this corporation
evidences such adoption by inserting in the minutes of this
meeting copies of such resolutions, which will thereupon be
deemed to be adopted by this Board of Directors with the same
force and effect as if presented at this meeting; and

          BE IT FURTHER RESOLVED that the officers, counsel, and
Transfer Agent of this corporation each are authorized to perform
and to do such acts and things and to execute and deliver such
other agreements, undertakings, documents, instruments, or
certificates as such officer may deem necessary, desirable, or
appropriate in order to carry out the intent of the foregoing
resolutions and fully to perform the obligations of this
corporation under the agreements executed and delivered on behalf
of this corporation pursuant to such resolutions.