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                                                                    EXHIBIT 24.1
 
                      WILLIAMS HOLDINGS OF DELAWARE, INC.
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS that the undersigned Williams Holdings of
Delaware, Inc. does hereby constitute and appoint J. FURMAN LEWIS, BOBBY E.
POTTS and DAVID M. HIGBEE 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 a Securities Exchange Act of 1934
Registration Statement on Form 10 and any and all 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.
 
     IN WITNESS WHEREOF, the undersigned have executed this instrument, all as
of the 10th day of October, 1995.
 
                                            WILLIAMS HOLDINGS OF DELAWARE,
                                              INC.
 


                                            By    /s/  JAMES R. HERBSTER
                                                      James R. Herbster
                                                    Senior Vice President
ATTEST:
 
      /s/  DAVID M. HIGBEE
          David M. Higbee
             Secretary