Exhibit 24.1

                                POWER OF ATTORNEY

      Know  all  persons  by  these  presents,   that  the  undersigned   hereby
constitutes  and appoints  Richard J. Heckmann and Kevin L. Spence,  and each of
them, the undersigned's true and lawful  attorney-in-fact  and agents, with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any  and all  capacities,  to sign  any  and  all  amendments  to the
following Registration Statements,  including post-effective  amendments, and to
file the same, with all exhibits thereto,  and other documentation in connection
therewith, with the Securities and Exchange Commission:

          o     Registration Statement on Form S-8 (No. 33-49382)
          o     Registration Statement on Form S-8 (No. 33-56744)
          o     Registration Statement on Form S-8 (No. 33-63285)
          o     Registration Statement on Form S-8 (No. 33-63287)
          o     Registration Statement on Form S-8 (No. 33-73542)
          o     Registration Statement on Form S-8 (No. 33-82424)
          o     Registration Statement on Form S-8 (No. 33-89662)
          o     Registration Statement on Form S-8 (No. 333-16069)
          o     Registration Statement on Form S-8 (No. 333-16083)
          o     Registration Statement on Form S-8 (No. 333-30783)
          o     Registration Statement on Form S-8 (No. 333-45955)
          o     Registration Statement on Form S-8 (No. 333-67423)
          o     Registration Statement on Form S-8 (No. 333-67283)
          o     Registration Statement on Form S-8 (No. 333-67285)
          o     Registration Statement on Form S-8 (No. 333-67289)

          o     Registration Statement on Form S-4 (No. 333-39711)
          o     Registration Statement on Form S-4 (No. 333-52717)

          o     Registration Statement on Form S-3 (No. 33-58141)
          o     Registration Statement on Form S-3 (No. 33-63263)
          o     Registration Statement on Form S-3 (No. 33-63325)
          o     Registration Statement on Form S-3 (No. 33-85026)
          o     Registration Statement on Form S-3 (No. 333-07757)
          o     Registration Statement on Form S-3 (No. 333-18889)
          o     Registration Statement on Form S-3 (No. 333-19489)
          o     Registration Statement on Form S-3 (No. 333-20753)
          o     Registration Statement on Form S-3 (No. 333-22395)
          o     Registration Statement on Form S-3 (No. 333-24465)
          o     Registration Statement on Form S-3 (No. 333-45981)


                                       7


     The undersigned hereby grants unto said  attorneys-in-fact  and agents full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in or about  the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

     This  Power of  Attorney  may be  revoked  by the  undersigned  in a signed
writing delivered to the foregoing attorney-in-fact

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17th day of June, 1999.



                                        /s/ Jean-Marie Messier
                                        -----------------------
                                        Jean-Marie Messier












                                       8