Exhibit 24.1



              Power of Attorney of Certain Officers and Directors

 
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or
director of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints Ellen M. Fitzsimmons, David D. Owen, Peter J. Shudtz
and Gregory R. Weber, and each of them acting individually, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and file (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of debentures, notes, and other
debt obligations, preferred stock, common stock, common stock issuable upon
exchange or conversion of such debt obligations or preferred stock which, by
their terms, are exchangeable for or convertible into common stock, warrants or
rights to purchase debt obligations, preferred stock or common stock, and
depositary shares representing fractional interests in preferred stock, which
will generate proceeds of up to $750,000,000 (or the equivalent in foreign
denominated currency), of the Corporation, and (ii) a Registration Statement,
and any and all amendments thereto, relating to the offering covered thereby
filed pursuant to Rule 462(b) under the Securities Act, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes or his substitute, may lawfully do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of April, 1998.



      /s/ John W. Snow
- -------------------------------
          John W. Snow

 
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or
director of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints Ellen M. Fitzsimmons, David D. Owen, Peter J. Shudtz
and Gregory R. Weber, and each of them acting individually, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and file (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of debentures, notes, and other
debt obligations, preferred stock, common stock, common stock issuable upon
exchange or conversion of such debt obligations or preferred stock which, by
their terms, are exchangeable for or convertible into common stock, warrants or
rights to purchase debt obligations, preferred stock or common stock, and
depositary shares representing fractional interests in preferred stock, which
will generate proceeds of up to $750,000,000 (or the equivalent in foreign
denominated currency), of the Corporation, and (ii) a Registration Statement,
and any and all amendments thereto, relating to the offering covered thereby
filed pursuant to Rule 462(b) under the Securities Act, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes or his substitute, may lawfully do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of April, 1998.



      /s/ Paul R. Goodwin
- -------------------------------
          Paul R. Goodwin

 
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or
director of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints Ellen M. Fitzsimmons, David D. Owen, Peter J. Shudtz
and Gregory R. Weber, and each of them acting individually, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and file (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of debentures, notes, and other
debt obligations, preferred stock, common stock, common stock issuable upon
exchange or conversion of such debt obligations or preferred stock which, by
their terms, are exchangeable for or convertible into common stock, warrants or
rights to purchase debt obligations, preferred stock or common stock, and
depositary shares representing fractional interests in preferred stock, which
will generate proceeds of up to $750,000,000 (or the equivalent in foreign
denominated currency), of the Corporation, and (ii) a Registration Statement,
and any and all amendments thereto, relating to the offering covered thereby
filed pursuant to Rule 462(b) under the Securities Act, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes or his substitute, may lawfully do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of April, 1998.



      /s/ James L. Ross
- -------------------------------
          James L. Ross

 
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or
director of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints Ellen M. Fitzsimmons, David D. Owen, Peter J. Shudtz
and Gregory R. Weber, and each of them acting individually, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and file (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of debentures, notes, and other
debt obligations, preferred stock, common stock, common stock issuable upon
exchange or conversion of such debt obligations or preferred stock which, by
their terms, are exchangeable for or convertible into common stock, warrants or
rights to purchase debt obligations, preferred stock or common stock, and
depositary shares representing fractional interests in preferred stock, which
will generate proceeds of up to $750,000,000 (or the equivalent in foreign
denominated currency), of the Corporation, and (ii) a Registration Statement,
and any and all amendments thereto, relating to the offering covered thereby
filed pursuant to Rule 462(b) under the Securities Act, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes or his substitute, may lawfully do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of April, 1998.



    /s/ Elizabeth E. Bailey
- -------------------------------
        Elizabeth E. Bailey



 
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or
director of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints Ellen M. Fitzsimmons, David D. Owen, Peter J. Shudtz
and Gregory R. Weber, and each of them acting individually, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and file (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of debentures, notes, and other
debt obligations, preferred stock, common stock, common stock issuable upon
exchange or conversion of such debt obligations or preferred stock which, by
their terms, are exchangeable for or convertible into common stock, warrants or
rights to purchase debt obligations, preferred stock or common stock, and
depositary shares representing fractional interests in preferred stock, which
will generate proceeds of up to $750,000,000 (or the equivalent in foreign
denominated currency), of the Corporation, and (ii) a Registration Statement,
and any and all amendments thereto, relating to the offering covered thereby
filed pursuant to Rule 462(b) under the Securities Act, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes or his substitute, may lawfully do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of April, 1998.



   /s/ Robert L. Burrus, Jr.
- -------------------------------
       Robert L. Burrus, Jr.

 
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or
director of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints Ellen M. Fitzsimmons, David D. Owen, Peter J. Shudtz
and Gregory R. Weber, and each of them acting individually, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and file (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of debentures, notes, and other
debt obligations, preferred stock, common stock, common stock issuable upon
exchange or conversion of such debt obligations or preferred stock which, by
their terms, are exchangeable for or convertible into common stock, warrants or
rights to purchase debt obligations, preferred stock or common stock, and
depositary shares representing fractional interests in preferred stock, which
will generate proceeds of up to $750,000,000 (or the equivalent in foreign
denominated currency), of the Corporation, and (ii) a Registration Statement,
and any and all amendments thereto, relating to the offering covered thereby
filed pursuant to Rule 462(b) under the Securities Act, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes or his substitute, may lawfully do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of April, 1998.



     /s/ Bruce C. Gottwald
- -------------------------------
         Bruce C. Gottwald

 
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or
director of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints Ellen M. Fitzsimmons, David D. Owen, Peter J. Shudtz
and Gregory R. Weber, and each of them acting individually, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and file (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of debentures, notes, and other
debt obligations, preferred stock, common stock, common stock issuable upon
exchange or conversion of such debt obligations or preferred stock which, by
their terms, are exchangeable for or convertible into common stock, warrants or
rights to purchase debt obligations, preferred stock or common stock, and
depositary shares representing fractional interests in preferred stock, which
will generate proceeds of up to $750,000,000 (or the equivalent in foreign
denominated currency), of the Corporation, and (ii) a Registration Statement,
and any and all amendments thereto, relating to the offering covered thereby
filed pursuant to Rule 462(b) under the Securities Act, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes or his substitute, may lawfully do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of April, 1998.



        /s/ John R. Hall
- -------------------------------
            John R. Hall

 
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or
director of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints Ellen M. Fitzsimmons, David D. Owen, Peter J. Shudtz
and Gregory R. Weber, and each of them acting individually, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and file (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of debentures, notes, and other
debt obligations, preferred stock, common stock, common stock issuable upon
exchange or conversion of such debt obligations or preferred stock which, by
their terms, are exchangeable for or convertible into common stock, warrants or
rights to purchase debt obligations, preferred stock or common stock, and
depositary shares representing fractional interests in preferred stock, which
will generate proceeds of up to $750,000,000 (or the equivalent in foreign
denominated currency), of the Corporation, and (ii) a Registration Statement,
and any and all amendments thereto, relating to the offering covered thereby
filed pursuant to Rule 462(b) under the Securities Act, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes or his substitute, may lawfully do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of April, 1998.



     /s/ Robert D. Kunisch
- -------------------------------
         Robert D. Kunisch

 
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or
director of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints Ellen M. Fitzsimmons, David D. Owen, Peter J. Shudtz
and Gregory R. Weber, and each of them acting individually, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and file (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of debentures, notes, and other
debt obligations, preferred stock, common stock, common stock issuable upon
exchange or conversion of such debt obligations or preferred stock which, by
their terms, are exchangeable for or convertible into common stock, warrants or
rights to purchase debt obligations, preferred stock or common stock, and
depositary shares representing fractional interests in preferred stock, which
will generate proceeds of up to $750,000,000 (or the equivalent in foreign
denominated currency), of the Corporation, and (ii) a Registration Statement,
and any and all amendments thereto, relating to the offering covered thereby
filed pursuant to Rule 462(b) under the Securities Act, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes or his substitute, may lawfully do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of April, 1998.



    /s/ James W. McGlothlin
- -------------------------------
        James W. McGlothlin

 
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or
director of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints Ellen M. Fitzsimmons, David D. Owen, Peter J. Shudtz
and Gregory R. Weber, and each of them acting individually, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and file (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of debentures, notes, and other
debt obligations, preferred stock, common stock, common stock issuable upon
exchange or conversion of such debt obligations or preferred stock which, by
their terms, are exchangeable for or convertible into common stock, warrants or
rights to purchase debt obligations, preferred stock or common stock, and
depositary shares representing fractional interests in preferred stock, which
will generate proceeds of up to $750,000,000 (or the equivalent in foreign
denominated currency), of the Corporation, and (ii) a Registration Statement,
and any and all amendments thereto, relating to the offering covered thereby
filed pursuant to Rule 462(b) under the Securities Act, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes or his substitute, may lawfully do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of April, 1998.



   /s/ Southwood J. Morcott
- -------------------------------
       Southwood J. Morcott

 
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or
director of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints Ellen M. Fitzsimmons, David D. Owen, Peter J. Shudtz
and Gregory R. Weber, and each of them acting individually, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and file (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of debentures, notes, and other
debt obligations, preferred stock, common stock, common stock issuable upon
exchange or conversion of such debt obligations or preferred stock which, by
their terms, are exchangeable for or convertible into common stock, warrants or
rights to purchase debt obligations, preferred stock or common stock, and
depositary shares representing fractional interests in preferred stock, which
will generate proceeds of up to $750,000,000 (or the equivalent in foreign
denominated currency), of the Corporation, and (ii) a Registration Statement,
and any and all amendments thereto, relating to the offering covered thereby
filed pursuant to Rule 462(b) under the Securities Act, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes or his substitute, may lawfully do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of April, 1998.



      /s/ Charles E. Rice
- -------------------------------
          Charles E. Rice

 
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or
director of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints Ellen M. Fitzsimmons, David D. Owen, Peter J. Shudtz
and Gregory R. Weber, and each of them acting individually, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and file (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of debentures, notes, and other
debt obligations, preferred stock, common stock, common stock issuable upon
exchange or conversion of such debt obligations or preferred stock which, by
their terms, are exchangeable for or convertible into common stock, warrants or
rights to purchase debt obligations, preferred stock or common stock, and
depositary shares representing fractional interests in preferred stock, which
will generate proceeds of up to $750,000,000 (or the equivalent in foreign
denominated currency), of the Corporation, and (ii) a Registration Statement,
and any and all amendments thereto, relating to the offering covered thereby
filed pursuant to Rule 462(b) under the Securities Act, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes or his substitute, may lawfully do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of April, 1998.



   /s/ William C. Richardson
- -------------------------------
       William C. Richardson

 
                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or
director of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints Ellen M. Fitzsimmons, David D. Owen, Peter J. Shudtz
and Gregory R. Weber, and each of them acting individually, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and file (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of debentures, notes, and other
debt obligations, preferred stock, common stock, common stock issuable upon
exchange or conversion of such debt obligations or preferred stock which, by
their terms, are exchangeable for or convertible into common stock, warrants or
rights to purchase debt obligations, preferred stock or common stock, and
depositary shares representing fractional interests in preferred stock, which
will generate proceeds of up to $750,000,000 (or the equivalent in foreign
denominated currency), of the Corporation, and (ii) a Registration Statement,
and any and all amendments thereto, relating to the offering covered thereby
filed pursuant to Rule 462(b) under the Securities Act, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitutes or his substitute, may lawfully do or cause to be done by
virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of April, 1998.



      /s/ Frank S. Royal
- -------------------------------      
          Frank S. Royal, M.D.