EXHIBIT 24.6

                           DIRECTORS AND OFFICERS OF
                       GREAT RIVER OIL & GAS CORPORATION
                       REGISTRATION STATEMENT ON FORM S-4

                               POWER OF ATTORNEY

    The undersigned directors and officers of Great River Oil & Gas Corporation,
a Delaware corporation (the "Company"), do hereby constitute and appoint Edward
A. Schmitt, Richard B. Marchese and Joel I. Beerman, and each of them, with full
power of substitution and resubstitution, as attorneys-in-fact or
attorney-in-fact of the undersigned, for him/her and in his/her name, place and
stead, to execute and file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 one or more Registration
Statement (s) on Form S-4 relating to the registration for sale of the Company's
guarantee (the "Securities") of the 10 3/8% Senior Subordinated Notes due 2007
issued by Georgia Gulf Corporation, with any and all amendments, supplements and
exhibits thereto (including pre-effective and post-effective amendments or
supplements), to execute and file any and all other applications or other
documents to be filed with the Commission and all documents required to be filed
with any state securities regulators or commission pertaining to such Securities
registered pursuant to the Registration Statement(s) on Form S-4, with any and
all amendments, supplements and exhibits thereto, each such attorney to have
full power to act with or without the others, and to have full power and
authority to do and perform, in the name and on behalf of the undersigned, every
act whatsoever necessary, advisable or appropriate to be done in the premises as
fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and approving the act of said attorneys and any of them
and any such substitute.

                         EXECUTED AS OF MARCH 30, 2000


                                                
/s/ EDWARD A. SCHMITT                              /s/ RICHARD B. MARCHESE
- -------------------------------------------        -------------------------------------------
Edward A. Schmitt                                  Richard B. Marchese
President, Chief Executive Officer and             Vice President-Finance and Director
Director                                           (Principal Financial and Accounting Officer)
(Principal Executive Officer)

/s/ JOEL I. BEERMAN
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Joel I. Beerman
Vice President-General Counsel and Director