POWER OF ATTORNEY


         KNOW ALL BY THESE  PRESENTS THAT I, E. MAC CRAWFORD,  President,  Chief
Executive Officer,  and Chairman of the Board of Magellan Health Services,  Inc.
(the  "Company"),  do  hereby  appoint  Howard A.  McLure,  Vice  President  and
Controller  of the  Company  and  Steve  J.  Davis,  Executive  Vice  President,
Administrative  Services and General Counsel of the Company, or any one of them,
my true and  lawful  attorney-in-fact  for me and in my name for the  purpose of
executing on my behalf (i) the Company's  Registration Statement on Form S-3, or
any amendments or supplements  thereto, for the registration of shares of Common
Stock of the Company to be issued in  connection  with the  investment in Common
Stock of the Company by Rainwater-Magellan  Holdings, L.P.; (ii) any application
for registration or qualification (or exemption  therefrom) of such shares under
the Blue Sky or other  federal or state  securities  laws and  regulations;  and
(iii) any other document or instrument deemed necessary or appropriate by any of
them in connection with such application for  registration or qualification  (or
exemption  therefrom);  and for the  purpose  of causing  any such  registration
statement  or any  subsequent  amendment  or  supplement  to  such  registration
statement to be filed with the  Securities and Exchange  Commission  pursuant to
the Securities Act of 1933, as amended.

         IN WITNESS  WHEREOF,  I have hereunto set my hand as of the 22nd day of
February, 1996.


                                             /s/ E. Mac Crawford
                                             -----------------------------------
                                             E. MAC CRAWFORD
                                             President, Chief Executive Officer,
                                             and Chairman of the Board







                                POWER OF ATTORNEY


         KNOW ALL BY THESE  PRESENTS THAT I, CRAIG L.  McKNIGHT,  Executive Vice
President and Chief  Financial  Officer of Magellan Health  Services,  Inc. (the
"Company"), do hereby appoint Howard A. McLure, Vice President and Controller of
the  Company  and  Steve J.  Davis,  Executive  Vice  President,  Administrative
Services  and General  Counsel of the Company,  or any one of them,  my true and
lawful attorney-in-fact for me and in my name for the purpose of executing on my
behalf (i) the Company's  Registration  Statement on Form S-3, or any amendments
or supplements  thereto,  for the  registration of shares of Common Stock of the
Company to be issued in  connection  with the  investment in Common Stock of the
Company  by  Rainwater-Magellan   Holdings,   L.P.;  (ii)  any  application  for
registration or qualification (or exemption  therefrom) of such shares under the
Blue Sky or other federal or state  securities laws and  regulations;  and (iii)
any other document or instrument  deemed necessary or appropriate by any of them
in connection  with such  application  for  registration  or  qualification  (or
exemption  therefrom);  and for the  purpose  of causing  any such  registration
statement  or any  subsequent  amendment  or  supplement  to  such  registration
statement to be filed with the  Securities and Exchange  Commission  pursuant to
the Securities Act of 1933, as amended.

         IN WITNESS  WHEREOF,  I have hereunto set my hand as of the 22nd day of
February, 1996.


                                             /s/ Craig L. McKnight
                                             ---------------------
                                             CRAIG L. McKNIGHT
                                             Executive Vice President and Chief
                                             Financial Officer







                                POWER OF ATTORNEY


         KNOW ALL BY THESE  PRESENTS  THAT I,  EDWIN M.  BANKS,  a  Director  of
Magellan  Health  Services,  Inc. (the  "Company"),  do hereby appoint Howard A.
McLure,  Vice  President  and  Controller  of the  Company  and Steve J.  Davis,
Executive Vice  President,  Administrative  Services and General  Counsel of the
Company, or any one of them, my true and lawful  attorney-in-fact  for me and in
my name for the purpose of executing on my behalf (i) the Company's Registration
Statement  on Form  S-3,  or any  amendments  or  supplements  thereto,  for the
registration of shares of Common Stock of the Company to be issued in connection
with the  investment  in  Common  Stock  of the  Company  by  Rainwater-Magellan
Holdings,  L.P.;  (ii) any application for  registration  or  qualification  (or
exemption therefrom) of such shares under the Blue Sky or other federal or state
securities  laws and  regulations;  and (iii) any other  document or  instrument
deemed  necessary  or  appropriate  by any  of  them  in  connection  with  such
application for registration or qualification (or exemption therefrom);  and for
the  purpose  of  causing  any such  registration  statement  or any  subsequent
amendment  or  supplement  to such  registration  statement to be filed with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended.

         IN WITNESS  WHEREOF,  I have hereunto set my hand as of the 22nd day of
February, 1996.


                                             /s/ Edwin M. Banks
                                             ----------------------------------
                                             EDWIN M. BANKS
                                             Director







                                POWER OF ATTORNEY


         KNOW ALL BY THESE  PRESENTS THAT I, G. FRED DiBONA,  JR., a Director of
Magellan  Health  Services,  Inc. (the  "Company"),  do hereby appoint Howard A.
McLure,  Vice  President  and  Controller  of the  Company  and Steve J.  Davis,
Executive Vice  President,  Administrative  Services and General  Counsel of the
Company, or any one of them, my true and lawful  attorney-in-fact  for me and in
my name for the purpose of executing on my behalf (i) the Company's Registration
Statement  on Form  S-3,  or any  amendments  or  supplements  thereto,  for the
registration of shares of Common Stock of the Company to be issued in connection
with the  investment  in  Common  Stock  of the  Company  by  Rainwater-Magellan
Holdings,  L.P.;  (ii) any application for  registration  or  qualification  (or
exemption therefrom) of such shares under the Blue Sky or other federal or state
securities  laws and  regulations;  and (iii) any other  document or  instrument
deemed  necessary  or  appropriate  by any  of  them  in  connection  with  such
application for registration or qualification (or exemption therefrom);  and for
the  purpose  of  causing  any such  registration  statement  or any  subsequent
amendment  or  supplement  to such  registration  statement to be filed with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended.

         IN WITNESS  WHEREOF,  I have hereunto set my hand as of the 22nd day of
February, 1996.


                                             /s/ G. Fred DiBona, Jr.
                                             ----------------------------------
                                             G. FRED DiBONA, JR.
                                             Director







                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS THAT I, ANDRE C. DIMITRIADIS,  a Director of
Magellan  Health  Services,  Inc. (the  "Company"),  do hereby appoint Howard A.
McLure,  Vice  President  and  Controller  of the  Company  and Steve J.  Davis,
Executive Vice  President,  Administrative  Services and General  Counsel of the
Company, or any one of them, my true and lawful  attorney-in-fact  for me and in
my name for the purpose of executing on my behalf (i) the Company's Registration
Statement  on Form  S-3,  or any  amendments  or  supplements  thereto,  for the
registration of shares of Common Stock of the Company to be issued in connection
with the  investment  in  Common  Stock  of the  Company  by  Rainwater-Magellan
Holdings,  L.P.;  (ii) any application for  registration  or  qualification  (or
exemption therefrom) of such shares under the Blue Sky or other federal or state
securities  laws and  regulations;  and (iii) any other  document or  instrument
deemed  necessary  or  appropriate  by any  of  them  in  connection  with  such
application for registration or qualification (or exemption therefrom);  and for
the  purpose  of  causing  any such  registration  statement  or any  subsequent
amendment  or  supplement  to such  registration  statement to be filed with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended.

         IN WITNESS  WHEREOF,  I have hereunto set my hand as of the 22nd day of
February, 1996.


                                             /s/ Andre C. Dimitriadis
                                             ----------------------------------
                                             ANDRE C. DIMITRIADIS
                                             Director







                                POWER OF ATTORNEY


         KNOW ALL BY THESE  PRESENTS THAT I, A. D.  FRAZIER,  JR., a Director of
Magellan  Health  Services,  Inc. (the  "Company"),  do hereby appoint Howard A.
McLure,  Vice  President  and  Controller  of the  Company  and Steve J.  Davis,
Executive Vice  President,  Administrative  Services and General  Counsel of the
Company, or any one of them, my true and lawful  attorney-in-fact  for me and in
my name for the purpose of executing on my behalf (i) the Company's Registration
Statement  on Form  S-3,  or any  amendments  or  supplements  thereto,  for the
registration of shares of Common Stock of the Company to be issued in connection
with the  investment  in  Common  Stock  of the  Company  by  Rainwater-Magellan
Holdings,  L.P.;  (ii) any application for  registration  or  qualification  (or
exemption therefrom) of such shares under the Blue Sky or other federal or state
securities  laws and  regulations;  and (iii) any other  document or  instrument
deemed  necessary  or  appropriate  by any  of  them  in  connection  with  such
application for registration or qualification (or exemption therefrom);  and for
the  purpose  of  causing  any such  registration  statement  or any  subsequent
amendment  or  supplement  to such  registration  statement to be filed with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended.

         IN WITNESS  WHEREOF,  I have hereunto set my hand as of the 22nd day of
February, 1996.


                                             /s/ A. D. Frazier, Jr.
                                             ----------------------------------
                                             A. D. FRAZIER, JR.
                                             Director







                                POWER OF ATTORNEY


         KNOW ALL BY THESE  PRESENTS  THAT I, RAYMOND H.  KIEFER,  a Director of
Magellan  Health  Services,  Inc. (the  "Company"),  do hereby appoint Howard A.
McLure,  Vice  President  and  Controller  of the  Company  and Steve J.  Davis,
Executive Vice  President,  Administrative  Services and General  Counsel of the
Company, or any one of them, my true and lawful  attorney-in-fact  for me and in
my name for the purpose of executing on my behalf (i) the Company's Registration
Statement  on Form  S-3,  or any  amendments  or  supplements  thereto,  for the
registration of shares of Common Stock of the Company to be issued in connection
with the  investment  in  Common  Stock  of the  Company  by  Rainwater-Magellan
Holdings,  L.P.;  (ii) any application for  registration  or  qualification  (or
exemption therefrom) of such shares under the Blue Sky or other federal or state
securities  laws and  regulations;  and (iii) any other  document or  instrument
deemed  necessary  or  appropriate  by any  of  them  in  connection  with  such
application for registration or qualification (or exemption therefrom);  and for
the  purpose  of  causing  any such  registration  statement  or any  subsequent
amendment  or  supplement  to such  registration  statement to be filed with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended.

         IN WITNESS  WHEREOF,  I have hereunto set my hand as of the 22nd day of
February, 1996.


                                             /s/ Raymond H. Kiefer
                                             ----------------------------------
                                             RAYMOND H. KIEFER
                                             Director







                                POWER OF ATTORNEY


         KNOW ALL BY THESE  PRESENTS  THAT I, GERALD L.  McMANIS,  a Director of
Magellan  Health  Services,  Inc. (the  "Company"),  do hereby appoint Howard A.
McLure,  Vice  President  and  Controller  of the  Company  and Steve J.  Davis,
Executive Vice  President,  Administrative  Services and General  Counsel of the
Company, or any one of them, my true and lawful  attorney-in-fact  for me and in
my name for the purpose of executing on my behalf (i) the Company's Registration
Statement  on Form  S-3,  or any  amendments  or  supplements  thereto,  for the
registration of shares of Common Stock of the Company to be issued in connection
with the  investment  in  Common  Stock  of the  Company  by  Rainwater-Magellan
Holdings,  L.P.;  (ii) any application for  registration  or  qualification  (or
exemption therefrom) of such shares under the Blue Sky or other federal or state
securities  laws and  regulations;  and (iii) any other  document or  instrument
deemed  necessary  or  appropriate  by any  of  them  in  connection  with  such
application for registration or qualification (or exemption therefrom);  and for
the  purpose  of  causing  any such  registration  statement  or any  subsequent
amendment  or  supplement  to such  registration  statement to be filed with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended.

         IN WITNESS  WHEREOF,  I have hereunto set my hand as of the 22nd day of
February, 1996.


                                             /s/ Gerald L. McManis
                                             ----------------------------------
                                             GERALD L. McMANIS
                                             Director






                                POWER OF ATTORNEY


         KNOW ALL BY THESE  PRESENTS THAT I, DARLA MOORE, a Director of Magellan
Health Services, Inc. (the "Company"),  do hereby appoint Howard A. McLure, Vice
President  and  Controller  of the Company and Steve J.  Davis,  Executive  Vice
President,  Administrative  Services and General Counsel of the Company,  or any
one of them, my true and lawful  attorney-in-fact  for me and in my name for the
purpose of executing on my behalf (i) the  Company's  Registration  Statement on
Form S-3, or any  amendments or supplements  thereto,  for the  registration  of
shares of Common  Stock of the  Company  to be  issued  in  connection  with the
investment in Common Stock of the Company by Rainwater-Magellan  Holdings, L.P.;
(ii) any application for registration or qualification (or exemption  therefrom)
of such shares under the Blue Sky or other federal or state  securities laws and
regulations;  and (iii) any other  document or  instrument  deemed  necessary or
appropriate by any of them in connection with such  application for registration
or qualification  (or exemption  therefrom);  and for the purpose of causing any
such  registration  statement or any subsequent  amendment or supplement to such
registration  statement to be filed with the Securities and Exchange  Commission
pursuant to the Securities Act of 1933, as amended.

         IN WITNESS  WHEREOF,  I have hereunto set my hand as of the 22nd day of
February, 1996.


                                             /s/ Darla Moore
                                             ----------------------------------
                                             DARLA MOORE
                                             Director