1

                                                                    EXHIBIT 24.1


                               POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint D. Keith Oden and G. Steven Dawson, and each of them,
each with full power to act without the other, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Form 10-K for the year ended December 31, 1997 and to
sign any and all amendments to the Form 10-K and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do
or cause to be done by virtue hereof.





                                                         /s/
                                        ----------------------------------------



                                                    Richard J. Campo
                                        ----------------------------------------
                                                    Print Name



Dated:  February 2, 1998
   2
                                                                    EXHIBIT 24.1


                               POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Richard J. Campo and G. Steven Dawson, and each of them,
each with full power to act without the other, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Form 10-K for the year ended December 31, 1997 and to
sign any and all amendments to the Form 10-K and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do
or cause to be done by virtue hereof.




                                                          /s/
                                        ----------------------------------------


                                                    D. Keith Oden
                                        ----------------------------------------
                                                    Print Name



Dated:  February 2, 1998
   3
                                                                    EXHIBIT 24.1


                               POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint D. Keith Oden and Richard J. Campo, and each of them,
each with full power to act without the other, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Form 10-K for the year ended December 31, 1997 and to
sign any and all amendments to the Form 10-K and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do
or cause to be done by virtue hereof.





                                                         /s/
                                        ----------------------------------------


                                                    G. Steven Dawson
                                        ----------------------------------------
                                                    Print Name


Dated:  February 2, 1998
   4
                                                                    EXHIBIT 24.1


                               POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson,
and each of them, each with full power to act without the other, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Form 10-K for the year ended December 31, 1997 and to
sign any and all amendments to the Form 10-K and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do
or cause to be done by virtue hereof.





                                                          /s/
                                        ----------------------------------------


                                                    William R. Cooper
                                        ----------------------------------------
                                                    Print Name



Dated:  January 30, 1998

   5

                                                                    EXHIBIT 24.1


                               POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson,
and each of them, each with full power to act without the other, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Form 10-K for the year ended December 31, 1997 and to
sign any and all amendments to the Form 10-K and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do
or cause to be done by virtue hereof.





                                                         /s/
                                        ----------------------------------------


                                                   George A. Hrdlicka
                                        ----------------------------------------
                                                   Print Name




Dated:  February 2, 1998
   6
                                                                    EXHIBIT 24.1


                               POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson,
and each of them, each with full power to act without the other, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Form 10-K for the year ended December 31, 1997 and to
sign any and all amendments to the Form 10-K and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do
or cause to be done by virtue hereof.




                                                           /s/
                                        ----------------------------------------


                                                     Lewis A. Levey
                                        ----------------------------------------
                                                     Print Name



Dated:  February 1, 1998


   7
                                                                    EXHIBIT 24.1


                               POWER OF ATTORNEY




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson,
and each of them, each with full power to act without the other, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Form 10-K for the year ended December 31, 1997 and to
sign any and all amendments to the Form 10-K and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do
or cause to be done by virtue hereof.





                                                          /s/
                                        ----------------------------------------



                                                   F. Gardner Parker
                                        ----------------------------------------
                                                   Print Name



Dated:  February 2, 1998

   8
                                                                    EXHIBIT 24.1


                               POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint D. Keith Oden, Richard J. Campo and G. Steven Dawson,
and each of them, each with full power to act without the other, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Form 10-K for the year ended December 31, 1997 and to
sign any and all amendments to the Form 10-K and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them may lawfully do
or cause to be done by virtue hereof.





                                                         /s/
                                        ----------------------------------------


                                                   Steven A. Webster
                                        ----------------------------------------
                                                   Print Name



Dated:  January 30, 1998