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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 Holdings of Delaware"), 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
Holdings of Delaware, as hereinafter set forth below their signature, to sign a
registration statement on Form S-3 for the registration of debt securities of
Williams Holdings of Delaware 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 Holdings Of Delaware 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 25th day of August, 1997.




      /s/ KEITH E. BAILEY                       /s/ JACK D. MCCARTHY     
- -------------------------------           --------------------------------
        Keith E. Bailey                            Jack D. McCarthy
         President and                         Vice President Treasurer,
    Chief Executive Officer                         and Controller
 (Principal Executive Officer)              (Principal Financial Officer
         and Director                     and Principal Accounting Officer)
                                                   and Director

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  /s/ JOHN C. BUMGARNER                               /s/ STEPHEN L. CROPPER
- --------------------------                         ----------------------------
      John C. Bumgarner                                   Stephen L. Cropper


                           /s/ HOWARD E. JANZEN
                        ---------------------------
                               Howard E. Janzen


                                     WILLIAMS HOLDINGS OF DELAWARE, INC.



                                     By   /s/ JACK D. MCCARTHY
                                       -------------------------------       
                                            Jack D. McCarthy
ATTEST:                                     Vice President


    /s/ DAVID M. HIGBEE   
- -------------------------------       
     David M. Higbee
        Secretary