Exhibit 24
                               POWER OF ATTORNEY

                          HEADLANDS MORTGAGE COMPANY

                       1998 EMPLOYEE STOCK PURCHASE PLAN


     The undersigned, Directors and/or Officers of Headlands Mortgage Company, a
California corporation (the "Company") hereby constitute and appoint Peter T.
Paul, Becky S. Poisson, Gilbert J. MacQuarrie, Steven M. Abreu and Paul
Casellini, or any one of them, their true and lawful attorneys-in-fact, with
full power of substitution and resubstitution, for each of the undersigned and
in his or her name, place, and stead, in any and all capacities, to do any and
all acts and execute any and all instruments which the said attorneys may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules and regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933 of an aggregate of 300,000 shares
of Common Stock of the Company which may be issued and sold pursuant to the
terms of the Headlands Mortgage Company 1998 Employee Stock Purchase Plan
(together with such indeterminate number of additional shares as may become
issuable pursuant to the anti-dilution provisions of the Plan), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of each of the undersigned in his or her capacity
as Director and/or Officer of the Company to one or more Registration Statements
to be filed with the Securities and Exchange Commission with respect thereto, to
any and all amendments, including post-effective amendments, to the said
Registration Statements, and to any and all instruments and documents filed as a
part of or in connection with the said Registration Statements or amendments
thereto; hereby ratifying and confirming all that the said attorneys-in-fact, or
any of them, has done, shall do, or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have executed this power of attorney
this 17th day of February, 1998.



/s/ PETER T.PAUL                        /s/ STEVEN M. ABREU
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Peter T. Paul                           Steven M. Abreu


/s/ BECKY S. POISSON
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Becky S. Poisson                        Mark L. Korell


/s/ GILBERT J. MACQUARRIE
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Gilbert J. MacQuarrie                   Leonard Auerbach


/s/ KRISTEN DECKER
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Kristen Decker                          Mark E. Lachtman