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                                                                    EXHIBIT 24.2
 
                      WILLIAMS HOLDINGS OF DELAWARE, INC.
 
     I, the undersigned, DAVID M. HIGBEE, Secretary of WILLIAMS HOLDINGS OF
DELAWARE, INC., a Delaware corporation (hereinafter called the "Corporation"),
do hereby certify that pursuant to Section 141(f) of the General Corporation Law
of the State of Delaware, the Board of Directors of this Corporation unanimously
consented, as of October 10th, 1995, to the following:
 
          RESOLVED that the Chairman of the Board, the President, any Vice
     President, the Secretary and any Assistant Secretary of the Company
     be, and each of them hereby is, authorized to prepare and execute on
     behalf of the Company a registration statement on Form 10 for the
     registration of the Company's Common Stock, $1 par value, under the
     Securities Exchange Act of 1934 and to file said registration
     statement and all exhibits and other documents in connection therewith
     with the Securities and Exchange Commission and to furnish the
     Commission with such information as may be necessary or desirable and
     proper to comply with the Exchange Act and the Rules and Regulations
     of the Commission thereunder.
 
          RESOLVED that the Chairman of the Board, the President or any
     Vice President of the Company be, and each of them hereby is,
     authorized and empowered to execute a Power of Attorney for use in
     connection with the execution and filing, for and on behalf of the
     Company, of a Registration Statement on Form 10 under the Securities
     Exchange Act of 1934, with respect to the registration of the
     Company's Common Stock under said Exchange Act.
 
     I further certify that the foregoing resolutions have not been modified,
revoked or rescinded and are in full force and effect.
 
     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
WILLIAMS HOLDINGS OF DELAWARE, INC., this 11th day of October, 1995.
 
                                                  /s/  DAVID M. HIGBEE
                                                      David M. Higbee
                                                         Secretary
 
(CORPORATE SEAL)