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, 2000, 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, 2000, in substantially the form as circulated to the Board
     prior to approval.

          NOW, THEREFORE, BE IT RESOLVED, that Robert T. Howard is hereby
     authorized to sign, on behalf of this Corporation and as attorney in fact
     for the President and Chief Operating Officer and for the 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, 2000, 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.

                                       1


     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 29th day of March, 2001


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


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


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

                                       2