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EXHIBIT 24.1
WILLIAMS HOLDINGS OF DELAWARE, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
individuals, in their capacity as a director or officer, or both, as
hereinafter set forth below their signature, of WILLIAMS HOLDINGS OF DELAWARE,
INC., a Delaware corporation ("Williams"), does hereby constitute and appoint
WILLIAM G. von GLAHN, DAVID M. HIGBEE and REBECCA H. HILBORNE their true and
lawful attorneys and each of them (with full power to act without the others)
their true and lawful attorneys for them and in their name and in their
capacity as a director or officer, or both, of Williams, as hereinafter set
forth below their signature, to sign a registration statement on Form S-3 for
the registration of debt securities of Williams with an initial aggregate
offering price not to exceed five hundred million dollars ($500,000,000), and
any and all amendments to said registration statement and any and all
instruments necessary or incidental in connection therewith; and
THAT the undersigned Williams does hereby constitute and appoint
WILLIAM G. von GLAHN, DAVID M. HIGBEE and REBECCA H. HILBORNE 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
said registration statement 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 2nd day of April, 1997.
/s/ KEITH E. BAILEY /s/ JACK D. MCCARTHY
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Keith E. Bailey Jack D. McCarthy
Chairman of the Board, Senior Vice President
President and and Chief Financial Officer
Chief Executive Officer (Principal Financial Officer)
(Principal Executive Officer) and Director
/s/ GARY R. BELITZ
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Gary R. Belitz
Controller and
Chief Accounting Officer
(Principal Accounting Officer)
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/s/ JOHN C. BUMGARNER, JR. /s/ STEPHEN L. CROPPER
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John C. Bumgarner, Jr. Stephen L. Cropper
Director Director
/s/ HENRY C. HIRSCH /s/ HOWARD E. JANZEN
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Henry C. Hirsch Howard E. Janzen
Director Director
WILLIAMS HOLDINGS OF DELAWARE, INC.
By /s/ JOHN C. BUMGARNER, JR.
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John C. Bumgarner, Jr.
Senior Vice President
ATTEST:
/s/ DAVID M. HIGBEE
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David M. Higbee
Secretary