EXHIBIT 24
POWER OF ATTORNEY
PETER A. DARBEE, the undersigned, Senior Vice President and Chief
Financial Officer of PG&E Corporation, hereby constitutes and appoints LESLIE
H. EVERETT, LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY
P. ENCINAS, JOHN E. FORD, and KATHLEEN HAYES, and each of them, as his
attorneys in fact with full power of substitution to sign and file with the
Securities and Exchange Commission in his capacity as Senior Vice President
and Chief Financial Officer (principal financial officer) of said corporation
one or more post-effective amendments to registration statement number
333-77145 relating to the offer and sale of 20 million shares of said
corporation's common stock and participant interests under the
Retirement Savings Plan maintained by said corporation, 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 29th day of
September, 2000.
PETER A. DARBEE
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Peter A. Darbee
