


                                                     Exhibit 24.2
                        RESOLUTION OF THE
                      BOARD OF DIRECTORS OF
                        PG&E CORPORATION
                                
                        February 17, 1999
                                
          WHEREAS, the Nominating and Compensation Committee has
recommended to the Board of Directors that it is advisable to
approve an increase in the number of shares of this corporation's
common stock authorized for issuance under the PG&E Corporation
Long-Term Incentive Program ("Program") to a total of
34.4 million shares from the previously authorized number of 23.4
million shares (the "Increase"); and
     
          WHEREAS, the Board of Directors has determined that it
is in the best interests of this corporation and its shareholders
to approve the Increase in order to (i) continue to provide
equity incentives to participating employees of this corporation
and its subsidiaries to increase their proprietary interest in
the long-term growth of this corporation, (ii) continue to align
the interests of the officers and other key employees of this
corporation and its subsidiaries with the interests of this
corporation's shareholders by tying a significant portion of
their total compensation package to the success of this
corporation; and (iii) continue to attract and retain the best
qualified personnel necessary for the long-term growth of this
corporation and its subsidiaries by offering significant equity
incentives as part of a total competitive compensation package;

          NOW, THEREFORE, BE IT RESOLVED that the Increase is
hereby approved; and

          BE IT FURTHER RESOLVED that there is hereby reserved
for issuance pursuant to the Program an additional 11 million
shares of this corporation's common stock which shares may be
newly issued shares or shares purchased on the open market or
otherwise; and

          BE IT FURTHER RESOLVED that the Increase shall be
submitted for approval by this corporation's shareholders at the
corporation's 1999 annual meeting of shareholders, or

<PAGE>

any
adjournment or postponement thereof, and the appropriate officers
of this corporation are hereby authorized and directed to solicit
proxies from this corporation's shareholders to vote such
shareholders' shares at the annual meeting in favor of the
Increase; and

          BE IT FURTHER RESOLVED that the Increase shall become
effective after it is duly approved by this corporation's
shareholders at the annual meeting; and

          BE IT FURTHER RESOLVED that, following shareholder
approval of the Increase, the appropriate officers and counsel of
this corporation are hereby authorized and directed to prepare
and file one or more registration statements with the Securities
and Exchange Commission ("SEC") to register the offer and sale of
the additional shares authorized by the Increase pursuant to the
Program; and

          BE IT FURTHER RESOLVED that, following shareholder
approval of the Increase, the appropriate officers and counsel of
this corporation are hereby authorized and directed to prepare
and file one or more listing applications with respect to the
additional shares authorized by the Increase with the New York
Stock Exchange and any other exchange which such officers deem
appropriate or necessary; 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; and

          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 registration
statements, and any and all amendments and 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 SEC
adopted pursuant thereto with regard to the filing of said
registration statement(s), and amendments and

<PAGE>

supplements, and
the offer and sale of this corporation's common stock pursuant to
the Program.

<PAGE>

          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
February 17, 1999; 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 23rd day of April, 1999.


                          Linda Y.H. Cheng
                          _______________________________
                          Linda Y.H. Cheng
                          Assistant Corporate Secretary
                          PG&E CORPORATION











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