
                                                
                                                        EXHIBIT 24.2

        Subsidiary Defined Contribution Retirement Plans
                                
                        RESOLUTION OF THE
                      BOARD OF DIRECTORS OF
                         PG&E CORPORTION
                                
                        October 21, 1998
                                
          WHEREAS, the Nominating and Compensation Committee of
this Board of Directors has determined that it is advisable to
provide employees of certain of this corporation's subsidiaries
(namely, U.S. Generating Company, PG&E Energy Services
Corporation, and PG&E Gas Transmission, Northwest Corporation)
(collectively, the "Subsidiaries") the opportunity to acquire a
proprietary interest in the corporation to further align the
interest of those employees with the interests of shareholders;

          WHEREAS, to facilitate employee investment in this
corporation, the Nominating and Compensation Committee has
recommended to this Board of Directors that it authorize the
offer and sale of up to 3,000,000 shares of PG&E Corporation
common stock to participants in defined contribution retirement
plans maintained by the Subsidiaries which have been or will be
amended to permit employees (both union and non-union employees)
to direct the investment of their contributions into a fund
containing PG&E Corporation common stock, which 3,000,000 shares
would be subtracted from the 20,000,000 shares of PG&E
Corporation common stock already authorized for offer and sale to
participants in the defined contribution retirement plans of
Pacific Gas and Electric Company (the "PG&E Savings Fund Plan");
and

          WHEREAS, to comply with the registration requirements
of the Securities Act of 1933 with respect to the offer and sale
of said 3,000,000 shares, the Nominating and Compensation
Committee has recommended to the Board of Directors to authorize
(i) the amendment of the Form S-8 Registration Statement No. 33-
50601 (the "Registration Statement") previously filed by this
corporation with the Securities and Exchange Commission ("SEC")
for the offer and sale of up to 20,000,000 shares of PG&E
Corporation common stock pursuant to the PG&E Savings Fund Plan
to transfer the registration of 3,000,000 of such previously
registered shares to a new registration statement to be filed
with respect to the Subsidiaries' plans, and (ii) the filing of a
new registration statement on Form S-8 by the corporation with

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the SEC to register the offer and sale of up to 3,000,000 shares
of PG&E Corporation common stock pursuant to the Subsidiaries'
plans (the "New Registration Statement"); and

          WHEREAS, the Board of Directors has determined that it
is in the best interests of this corporation and its shareholders
(i) to authorize the offer and sale of an aggregate of 3,000,000
shares of PG&E Corporation common stock to employees of the
Subsidiaries through the Subsidiaries' respective defined
contribution retirement plans (whether such offered shares are
newly issued by the corporation or outstanding shares purchased
on the open market by the respective plan's trustee on behalf of
participants), (ii) to amend the Registration Statement to permit
3,000,000 shares of the registered shares to be offered pursuant
to Subsidiaries' plans, and (iii) to file the New Registration
Statement;

          NOW, THEREFORE, BE IT RESOLVED that this corporation is
hereby authorized to offer a total of 1,000,000 shares of its
common stock to employee-participants in the defined contribution
retirement plans established by U.S. Generating Company for its
union and non-union employees, a total of 1,000,000 shares of its
common stock to employee-participants in the defined contribution
retirement plan established by PG&E Energy Services Corporation,
and a total of 1,000,000 shares of its common stock to the
employee-participants in the defined contribution retirement
plans of PG&E Gas Transmission, Northwest Corporation for its
union and non-union employees, at the price and on the terms
provided in such plans; and

          BE IT FURTHER RESOLVED that such shares (a total of
3,000,000 shares) may be newly issued shares or shares purchased
on the open market by the respective plan's trustee on behalf of
participants, and, of the 20,000,000 shares previously authorized
for issuance and sale under the PG&E Savings Fund Plan, 3,000,000
shares thereof are hereby reserved for issuance, offer, and sale
under the terms of the Subsidiaries' plans; and

          BE IT FURTHER RESOLVED that the officers and counsel of
this corporation are hereby authorized and directed to take such
action and execute such agreements and documents on behalf of
this corporation as may in their judgment be necessary or
appropriate to carry out this resolution, including the filing of
one or more post-effective amendments to the Registration
Statement and the filing of the New Registration Statement as
described above; and

<PAGE>

          BE IT FURTHER RESOLVED that LESLIE H.EVERETT, LINDA
Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS,
JOHN E. FORD, and KATHLEEN M. HAYES are hereby authorized,
jointly and severally, to sign on behalf of this corporation as
attorneys in fact for the Chairman of the Board, Chief Executive
Officer, and President, the Senior Vice President, Chief
Financial Officer, and Treasurer, and the Vice President and
Controller of this corporation, one or more post-effective
amendments to the Registration Statement, the New Registration
Statement, and any and all amendments and supplements to such New
Registration Statement, as described above, and to do any and all
acts necessary to satisfy the requirements of the Securities Act
of 1933 and the regulations of the SEC adopted pursuant thereto
with regard to the filing of said post-effective amendment(s),
New Registration Statement, and amendments and supplements, and
the offer and sale of this corporation's common stock to employee-
participants of the Subsidiaries' plans described above.

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          I, LINDA Y.H. CHENG, do hereby certify that I
am an Assistant Corporate Secretary of PG&E
CORPORATION, a corporation organized and existing under
the laws of the State of California; that the above and
foregoing is a full, true, and correct copy of a
resolution which was duly adopted by the Board of
Directors of said corporation at a meeting of said
Board which was duly and regularly called and held at
the office of said corporation on October 21, 1998; and
that this resolution has never been amended, revoked,
or repealed, but is still in full force and effect.

          WITNESS my hand and the seal of said
corporation hereunto affixed this 1st day of December,
1998.


                          LINDA Y.H CHENG
                          ______________________________
                          Linda Y.H. Cheng
                          Assistant Corporate Secretary
                          PG&E CORPORATION



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