EXHIBIT 24.2


                       CERTIFICATE OF ASSISTANT SECRETARY


     I, JEROME A. VENNEMANN, an Assistant Secretary of PSI Energy, Inc., an
Indiana corporation, DO HEREBY CERTIFY that the following is a true and correct
copy of a resolution duly adopted by the Executive Committee of the Board of
Directors of said corporation effective June 15, 2001, and that such resolution
has not been amended and is in full force and effect on the date hereof:

          RESOLVED FURTHER That each officer and director of the Corporation who
     may be required to sign and execute each Registration Statement covering
     such securities or amendments and supplements thereto or documents in
     connection therewith (whether for or on behalf of the Corporation, or as an
     officer of the Corporation, or otherwise) is hereby authorized to execute a
     power of attorney appointing Lisa D. Gamblin, Vice President and Treasurer,
     Wendy L. Aumiller, Assistant Treasurer, Julia S. Janson, Secretary, and
     Jerome A. Vennemann, Vice President, General Counsel and Assistant
     Secretary, and each of them, severally, his or her true and lawful attorney
     or attorneys to sign in his or her name, place and stead in any such
     capacity such Registration Statements and any and all amendments thereto,
     including amendments or supplements to the prospectus contained in such
     Registration Statement or amendments thereto and the addition or amendment
     of exhibits and other documents in connection therewith, and to file the
     same with the Commission, each of such attorneys to have power to act with
     or without the other, and to have full power and authority to do and
     perform, in the name and on behalf of each of such officers and directors
     who shall have executed such a power of attorney, every act whatsoever
     which such attorneys, or either of them, may deem necessary or advisable to
     be done in connection therewith as fully and to all intents and purposes as
     such officers or directors might or could do in person.


     IN WITNESS WHEREOF, I have hereunto subscribed my name this 9th day of
October, 2001.


                                       /s/ JEROME A. VENNEMANN
                                       ---------------------------
                                       Jerome A. Vennemann
                                       Assistant Secretary