EXHIBIT 24.1

WILLIAMS HOLDINGS OF DELAWARE, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned individuals, in
their capacity as a director or officer, or both, as hereinafter set forth below
their signature, of WILLIAMS HOLDINGS OF DELAWARE, INC., a Delaware corporation
("WHD"), does hereby constitute and appoint WILLIAM G. VON GLAHN, DAVID M.
HIGBEE and SHAWNA L. BARNARD their true and lawful attorneys and each of them
(with full power to act without the others) their true and lawful attorneys for
them and in their name and in their capacity as a director or officer, both, of
WHD, as hereinafter set forth below their signature, to sign a registration
statement on Form S-3 for the registration under the Securities Act of 1933, as
amended, of shares of Preferred Stock of one or more business trusts to be
formed by WHD such Preferred Stock having a maximum aggregate initial public
offering price not to exceed $200,000,000, and any and all amendments and
post-effective amendments to said registration statement and any and all
instruments necessary or incidental in connection therewith; and

THAT the undersigned WHD does hereby constitute and appoint WILLIAM G. VON
GLAHN, DAVID M. HIGBEE and SHAWNA L. BARNARD its true and lawful attorneys and
each of them (with full power to act without the others) its true and lawful
attorney for it and in its name and on its behalf to sign said registration
statement and any and all amendments and post-effective amendments thereto and
any and all instruments necessary or incidental in connection therewith.

Each of said attorneys shall have full power of substitution and
resubstitution, and said attorneys or any of them or any substitute appointed by
any of them hereunder shall have full power and authority to do and perform in
the name and on behalf of each of the undersigned, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises, as fully
to all intents and purposes as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys or any of them or of any such substitute pursuant hereto.
2

IN WITNESS WHEREOF, the undersigned have executed this instrument, all as
of the 29th day of January, 1997.

/s/ KEITH E. BAILEY /s/ JACK D. MCCARTHY
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Keith E. Bailey Jack D. McCarthy
Chairman of the Board, Senior Vice President
President and (Principal Financial Officer)
Chief Executive Officer
(Principal Executive Officer)
/s/ GARY R. BELITZ
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Gary R. Belitz
Controller
(Principal Accounting Officer)
/s/ JOHN C. BUMGARNER, JR. /s/ STEPHEN L. CROPPER
- --------------------------------------------- ---------------------------------------------
John C. Bumgarner, Jr. Stephen L. Cropper
Director Director

/s/ HENRY C. HIRSCH /s/ HOWARD E. JANZEN
- --------------------------------------------- ---------------------------------------------
Henry C. Hirsch Howard E. Janzen
Director Director
/s/ JACK D. MCCARTHY
- ---------------------------------------------
Jack D. McCarthy
Director

WILLIAMS HOLDINGS OF DELAWARE, INC.

By /s/ JOHN C. BUMGARNER,
JR.
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John C. Bumgarner, Jr.
Senior Vice President

ATTEST:

/s/ DAVID M. HIGBEE
- ---------------------------------------------
David M. Higbee
Secretary