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                                                            EXHIBIT 24


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael W. Brown and William R. Neukom,
or either of them, his attorneys-in-fact, for him in any and all capacities, to
sign any amendments to this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



Signature                                          Title                                      Date
- ---------                                          -----                                      ----
                                                                                        
  \s\  William H. Gates                            Chairman, Chief Executive Officer,         October 13, 1994
- ---------------------------                                                                                   
William H. Gates                                   Director (Principal Executive Officer)




  \s\  Paul G. Allen                               Director                                   October 11, 1994
- ------------------------                                                                                      
Paul G. Allen



\s\  Richard A. Hackborn                           Director                                   October 7, 1994
- --------------------------                                                                                   
Richard A. Hackborn



\s\  David F. Marquardt                            Director                                   October 14, 1994
- ---------------------------                                                                                   
David F. Marquardt



  \s\  Robert D. O'Brien                           Director                                   October 4, 1994
- ----------------------------                                                                                 
Robert D. O'Brien



\s\  William G. Reed, Jr.                          Director                                   October 4, 1994
- ----------------------------                                                                                 
William G. Reed, Jr.


\s\  Jon A. Shirley                               Director                                   October 4, 1994
- ------------------------                                                                                     
Jon A. Shirley