EXHIBIT 25

                               POWER OF ATTORNEY


STATE OF CALIFORNIA                 )
                                    )   SS
COUNTY OF LOS ANGELES               )


KNOW ALL MEN BY THESE PRESENTS that that Dennis C. Stanfill, having an address
c/o Dennis Stanfill Company, 583 S. Lake Street, Ste. 306, Pasadena, CA 91106,
has made, constituted and appointed and BY THESE PRESENTS, does make, constitute
and appoint Marc E. Bercoon, having an address c/o Carter Hawley Hale Stores,
Inc., 3880 North Mission Road, Los Angeles, CA 90031, his true and lawful
Attorney-in-Fact for him and in his name, place and stead to sign and execute in
any and all capacities the Annual Report on Form 10-K and any or all amendments
to this Annual Report on Form 10-K, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, giving and granting unto Marc E. Bercoon, said
Attorney-in-Fact, full power and authority to do and perform each and every act
and thing, requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes as he might or could do if personally present
at the doing thereof, with full power of substitution and revocation, hereby
ratifying and confirming all that said Attorney-in-Fact or his substitutes shall
lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall remain in full force and effect until terminated by
the undersigned through the instrumentality of a signed writing.

IN WITNESS WHEREOF, Dennis C. Stanfill, has hereunto set his hand this 14th day
of April, 1994.


                                        /s/ Dennis C. Stanfill
                                        __________________________


I, Helen Arana, a Notary Public in and for said County in the State aforesaid,
do hereby certify that Dennis C. Stanfill, personally known to me to be the same
person whose name is subscribed to the foregoing instrument appeared before me
this day in person and acknowledged that he signed and delivered said instrument
as his own free and voluntary act for the uses and purposes therein set forth.

Given under my hand an notarial seal this 14th day of April, 1994.


                                   /s/ Helen Arana
                                   _________________________
                                        (Notary Public)


My Commission Expires:  December 2, 1994




                               POWER OF ATTORNEY


STATE OF MASSACHUSETTS              )
                                    )   SS
COUNTY OF MIDDLESEX                 )


KNOW ALL MEN BY THESE PRESENTS that Robert M. Solow having an address c/o MIT,
E52-383B, Cambridge, MA 02139, has made, constituted and appointed and BY THESE
PRESENTS, does make, constitute and appoint Marc E. Bercoon, having an address
c/o Carter Hawley Hale Stores, Inc., 3880 North Mission Road, Los Angeles, CA
90031, his true and lawful Attorney-in-Fact for him and in his name, place and
stead to sign and execute in any and all capacities the Annual Report on Form
10-K and any or all amendments to this Annual Report on Form 10-K, and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, giving and granting unto Marc E.
Bercoon, said Attorney-in-Fact, full power and authority to do and perform each
and every act and thing, requisite and necessary to be done in and about the
premises, as fully, to all intents and purposes as he might or could do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that said Attorney-in-Fact or
his substitutes shall lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall remain in full force and effect until terminated by
the undersigned through the instrumentality of a signed writing.

IN WITNESS WHEREOF, Robert M. Solow has hereunto set his hand this 19th day of
April, 1994.


                                        /s/ Robert M. Solow
                                        __________________________


I, Theresa Benevento, a Notary Public in and for said County in the State
aforesaid, do hereby certify that Robert M. Solow, personally known to me to be
the same person whose name is subscribed to the foregoing instrument appeared
before me this day in person and acknowledged that he signed and delivered said
instrument as his own free and voluntary act for the uses and purposes therein
set forth.

Given under my hand an notarial seal this 19th day of April, 1994.


                                   /s/ Theresa Benevento
                                   _________________________
                                        (Notary Public)


My Commission Expires:  6-22-95