POWER OF ATTORNEY


          KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  or
officer of J.B. WILLIAMS HOLDINGS, INC., a Delaware corporation, which is filing
with the  Securities  and Exchange  Commission an annual report on Form 10-K for
the year ended  December  31, 1997,  hereby  constitutes  and appoints  Kevin C.
Hartnett  and  Dario  U.  Margve,  and each of  them,  as the  true  and  lawful
attorneys-in-fact and agents, for the undersigned,  with the power to act either
jointly  or  severally  for him in his  name,  place and  stead,  in any and all
capacities  to sign such annual  report on Form 10-K and any and all  amendments
thereto,  and to file such annual report on Form 10-K and each such amendment or
amendments  thereto,  with all exhibits  thereto,  and any and all  documents in
connection  therewith,  with  the  Securities  and  Exchange  Commission  hereby
granting  unto said  attorneys-in-fact  and agents,  and each of them,  the full
power and authority to do and perform any and all acts and things  requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming all that said  attorneys-in-fact  and agents may lawfully do or cause
to be done by virtue hereof.

          IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand as of
the 24th day of March, 1998.


                                         /s/ RICHARD T. NINER
                                         --------------------------------------
                                         Richard T. Niner


                                         /s/ HENDRIK J. HARTONG, JR.
                                         --------------------------------------
                                         Hendrik J. Hartong, Jr.


                                         /s/ JOHN T. GRAY
                                         --------------------------------------
                                         John T. Gray


                                         /s/ C. ALAN MACDONALD
                                         --------------------------------------
                                         C. Alan MacDonald


                                         /s/ CARL G. ANDERSON, JR.
                                         --------------------------------------
                                         Carl G. Anderson, Jr.