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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that each of the undersigned, a
director or officer or both, of MotivePower Industries, Inc., a Pennsylvania
corporation (the "Company"), does hereby appoint Jeannette Fisher-Garber and
William F. Fabrizio, and each of them, with full power to act without the other,
such person's true and lawful attorneys-in-fact, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Form S-8 Registration Statements, and any and all amendments
thereto (including post-effective amendments), relating to the registration of
shares to be issued in connection with (i) the MotivePower Industries, Inc.
Stock Incentive Plan, (ii) the MotivePower Industries, Inc. Stock Option Plan
for Non-Employee Directors, (iii) the MotivePower, Inc. (401(k)) Savings Plan,
and (iv) the MotivePower Industries, Inc. Deferred Compensation Plan and the
MotivePower Industries, Inc. Deferred Compensation Plan for Michael A. Wolf, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact, and each of them, with full power and authority to do
and perform each and every act and thing necessary or desirable to be done in or
about the premises, as fully to all intents and purposes as he or she might or
could do in person, thereby ratifying and confirming all that said
attorneys-in-fact, or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
14th day of July, 1999.
/s/ JOHN C. POPE
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John C. Pope
/s/ MICHAEL A. WOLF
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Michael A. Wolf
/s/ WILLIAM F. FABRIZIO
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William F. Fabrizio
/s/ DAVID L. BONVENUTO
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David L. Bonvenuto
/s/ GILBERT E. CARMICHAEL
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Gilbert E. Carmichael
/s/ ERNESTO FERNANDEZ HURTADO
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Ernesto Fernandez Hurtado
/s/ LEE B. FOSTER II
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Lee B. Foster II
/s/ JAMES P. MISCOLL
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James P. Miscoll
/s/ NICHOLAS J. STANLEY
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Nicholas J. Stanley