EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Kiran M. Patel and Mark R. Gerstle and each of them, with full
power to act without the other, as his true and lawful attorney-in-fact and
agent, with full and several powers of substitution and resubstitution for him
in his name, place and stead, in any and all capacities, to sign a shelf
Registration Statement on Form S-3 to be filed under the Securities Act of
1933 by Cummins Engine Company, Inc. (the "Corporation") in connection with
the offering from time to time of the Corporation's authorized debt
securities, equity securities and warrants, and any and all amendments
(including post-effective amendments) to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange 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 to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 8, 1997
/s/ James A. Henderson
------------------------------------
JAMES A. HENDERSON
DIRECTOR
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Kiran M. Patel and Mark R. Gerstle and each of them, with full
power to act without the other, as his true and lawful attorney-in-fact and
agent, with full and several powers of substitution and resubstitution for him
in his name, place and stead, in any and all capacities, to sign a shelf
Registration Statement on Form S-3 to be filed under the Securities Act of
1933 by Cummins Engine Company, Inc. (the "Corporation") in connection with
the offering from time to time of the Corporation's authorized debt
securities, equity securities and warrants, and any and all amendments
(including post-effective amendments) to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange 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 to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 8, 1997
/s/ Theodore M. Solso
------------------------------------
THEODORE M. SOLSO
DIRECTOR
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Kiran M. Patel and Mark R. Gerstle and each of them, with full
power to act without the other, as his true and lawful attorney-in-fact and
agent, with full and several powers of substitution and resubstitution for him
in his name, place and stead, in any and all capacities, to sign a shelf
Registration Statement on Form S-3 to be filed under the Securities Act of
1933 by Cummins Engine Company, Inc. (the "Corporation") in connection with
the offering from time to time of the Corporation's authorized debt
securities, equity securities and warrants, and any and all amendments
(including post-effective amendments) to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange 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 to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 8, 1997
/s/ Harold Brown
------------------------------------
HAROLD BROWN
DIRECTOR
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Kiran M. Patel and Mark R. Gerstle and each of them, with full
power to act without the other, as his true and lawful attorney-in-fact and
agent, with full and several powers of substitution and resubstitution for him
in his name, place and stead, in any and all capacities, to sign a shelf
Registration Statement on Form S-3 to be filed under the Securities Act of
1933 by Cummins Engine Company, Inc. (the "Corporation") in connection with
the offering from time to time of the Corporation's authorized debt
securities, equity securities and warrants, and any and all amendments
(including post-effective amendments) to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange 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 to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 8, 1997
/s/ Robert J. Darnall
------------------------------------
ROBERT J. DARNALL
DIRECTOR
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Kiran M. Patel and Mark R. Gerstle and each of them, with full
power to act without the other, as his true and lawful attorney-in-fact and
agent, with full and several powers of substitution and resubstitution for him
in his name, place and stead, in any and all capacities, to sign a shelf
Registration Statement on Form S-3 to be filed under the Securities Act of
1933 by Cummins Engine Company, Inc. (the "Corporation") in connection with
the offering from time to time of the Corporation's authorized debt
securities, equity securities and warrants, and any and all amendments
(including post-effective amendments) to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange 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 to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 8, 1997
/s/ Walter Y. Elisha
------------------------------------
WALTER Y. ELISHA
DIRECTOR
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Kiran M. Patel and Mark R. Gerstle and each of them, with full
power to act without the other, as his true and lawful attorney-in-fact and
agent, with full and several powers of substitution and resubstitution for him
in his name, place and stead, in any and all capacities, to sign a shelf
Registration Statement on Form S-3 to be filed under the Securities Act of
1933 by Cummins Engine Company, Inc. (the "Corporation") in connection with
the offering from time to time of the Corporation's authorized debt
securities, equity securities and warrants, and any and all amendments
(including post-effective amendments) to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange 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 to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 8, 1997
/s/ Hanna H. Gray
------------------------------------
HANNA H. GRAY
DIRECTOR
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Kiran M. Patel and Mark R. Gerstle and each of them, with full
power to act without the other, as his true and lawful attorney-in-fact and
agent, with full and several powers of substitution and resubstitution for him
in his name, place and stead, in any and all capacities, to sign a shelf
Registration Statement on Form S-3 to be filed under the Securities Act of
1933 by Cummins Engine Company, Inc. (the "Corporation") in connection with
the offering from time to time of the Corporation's authorized debt
securities, equity securities and warrants, and any and all amendments
(including post-effective amendments) to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange 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 to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 8, 1997
/s/ William I. Miller
------------------------------------
WILLIAM I. MILLER
DIRECTOR
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Kiran M. Patel and Mark R. Gerstle and each of them, with full
power to act without the other, as his true and lawful attorney-in-fact and
agent, with full and several powers of substitution and resubstitution for him
in his name, place and stead, in any and all capacities, to sign a shelf
Registration Statement on Form S-3 to be filed under the Securities Act of
1933 by Cummins Engine Company, Inc. (the "Corporation") in connection with
the offering from time to time of the Corporation's authorized debt
securities, equity securities and warrants, and any and all amendments
(including post-effective amendments) to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange 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 to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 8, 1997
/s/ Donald S. Perkins
------------------------------------
DONALD S. PERKINS
DIRECTOR
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Kiran M. Patel and Mark R. Gerstle and each of them, with full
power to act without the other, as his true and lawful attorney-in-fact and
agent, with full and several powers of substitution and resubstitution for him
in his name, place and stead, in any and all capacities, to sign a shelf
Registration Statement on Form S-3 to be filed under the Securities Act of
1933 by Cummins Engine Company, Inc. (the "Corporation") in connection with
the offering from time to time of the Corporation's authorized debt
securities, equity securities and warrants, and any and all amendments
(including post-effective amendments) to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange 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 to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 8, 1997
/s/ Henry B. Schacht
------------------------------------
HENRY B. SCHACHT
DIRECTOR
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Kiran M. Patel and Mark R. Gerstle and each of them, with full
power to act without the other, as his true and lawful attorney-in-fact and
agent, with full and several powers of substitution and resubstitution for him
in his name, place and stead, in any and all capacities, to sign a shelf
Registration Statement on Form S-3 to be filed under the Securities Act of
1933 by Cummins Engine Company, Inc. (the "Corporation") in connection with
the offering from time to time of the Corporation's authorized debt
securities, equity securities and warrants, and any and all amendments
(including post-effective amendments) to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange 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 to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 8, 1997
/s/ Franklin A. Thomas
------------------------------------
FRANKLIN A. THOMAS
DIRECTOR
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Kiran M. Patel and Mark R. Gerstle and each of them, with full
power to act without the other, as his true and lawful attorney-in-fact and
agent, with full and several powers of substitution and resubstitution for him
in his name, place and stead, in any and all capacities, to sign a shelf
Registration Statement on Form S-3 to be filed under the Securities Act of
1933 by Cummins Engine Company, Inc. (the "Corporation") in connection with
the offering from time to time of the Corporation's authorized debt
securities, equity securities and warrants, and any and all amendments
(including post-effective amendments) to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange 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 to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: July 8, 1997
/s/ J. Lawrence Wilson
------------------------------------
J. LAWRENCE WILSON
DIRECTOR