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                                                                    Exhibit 24.1


                 PG&E GAS TRANSMISSION, NORTHWEST CORPORATION

                              BOARD OF DIRECTORS

                           ACTION BY WRITTEN CONSENT


     The Board of Directors of PG&E Gas Transmission, Northwest Corporation, a
California corporation (the "Corporation"), acting by written consent pursuant
to the Bylaws of this Corporation and pursuant to Section 307 of the California
Corporations Code, hereby takes the following action:

          WHEREAS, the management of the Corporation has recommended the filing
     of the Corporation's Annual Report on Form 10-K for the fiscal year ending
     December 31, 1999, with the Securities and Exchange Commission; and

          WHEREAS, the Board finds that it is in the best interests of the
     Corporation to approve the Annual Report on Form 10-K for fiscal year ended
     December 31, 1999, in substantially the form as circulated to the Board
     prior to approval.

          NOW, THEREFORE, BE IT RESOLVED, that Paula E. Pyron and Linda Y.H.
     Cheng, or either of them, are hereby authorized to sign, on behalf of this
     Corporation and as attorneys in fact for the President and Chief Operating
     Officer and for the Senior Vice President, Chief Financial Officer and
     Treasurer of this Corporation, the Annual Report on Form 10-K for PG&E Gas
     Transmission, Northwest Corporation (formerly Pacific Gas Transmission
     Company) for the fiscal year ended December 31, 1999, required by Section
     13 or 15(d) of the Securities Exchange Act of 1934, and all amendments and
     other filings or documents related thereto to be filed with the Securities
     and Exchange Commission, and to do any and all acts necessary to satisfy
     the requirements of the Securities Exchange Act of 1934 and the regulations
     of the Securities and Exchange Commission adopted thereto with regard to
     said Annual Report on Form 10-K; and

          BE IT FURTHER RESOLVED, that this written consent may be signed in
     counterparts, the sum of which constitute the entire written consent.

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     The undersigned, constituting all of the members of the Board of Directors,
hereby consent to and approve the action described above and direct the
Secretary to file this written consent with the minutes of the proceedings of
the Board of Directors.

     DATED effective the 23rd day of March, 2000

                                              /s/ Thomas B. King
                                              ---------------------------------
                                              Thomas B. King


                                              /s/ Peter A. Darbee
                                              ---------------------------------
                                              Peter A. Darbee


                                              /s/ Bruce R. Worthington
                                              ---------------------------------
                                              Bruce R. Worthington

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