Exhibit 24.1


                                 FM PROPERTIES INC.


                               SECRETARY'S CERTIFICATE


               I, Michael C.  Kilanowski, Jr., Secretary  of FM  Properties
          Inc. (the  "Corporation"),  a  Delaware  corporation,  do  hereby
          certify that the  following resolution  was duly  adopted by  the
          Board of  Directors  of the  Corporation  at a  meeting  held  on
          February 10, 1993, and that such resolution has not been amended,
          modified or rescinded and is in full force and effect:

                    RESOLVED,  that   any  report,   registration
                    statement or other  form filed  on behalf  of
                    this corporation pursuant  to the  Securities
                    Exchange Act  of 1934,  or any  amendment  to
                    such report, registration statement or  other
                    form, may be signed on behalf of any director
                    or officer of this corporation pursuant to  a
                    power of attorney  executed by such  director
                    or officer.

               IN WITNESS  WHEREOF,  I have  hereunto  signed my  name  and
          affixed the seal of  the Company on this  the 30th day of  March,
          1998.


          (Seal)                               /s/ Michael C. Kilanowski, Jr.  
                                               ------------------------------
                                                 Michael  C.  Kilanowski, Jr.
                                                         Secretary