1
                                                                      EXHIBIT 24



                              AMOCO CORPORATION


                              POWER OF ATTORNEY


KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and J. L. Carl, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including 
post-effective amendments) to Amoco Corporation's Registration Statement (File
No. 333-36923), including specifically an amendment increasing the principal
amount of debt securities covered thereby from U.S. $300,000,000 to U.S.
$500,000,000, and including any filings pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the  Securities and Exchange Commission, and hereby grants unto
said attorney-in-fact and agent, 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 or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.                                            




                                                 /s/ H. L. Fuller
                                                 ----------------
                                                  H. L. Fuller


   2




                              AMOCO CORPORATION

                              POWER OF ATTORNEY


KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and J. L. Carl, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including 
post-effective amendments) to Amoco Corporation's Registration Statement (File
No. 333-36923), including specifically an amendment increasing the principal
amount of debt securities covered thereby from U.S. $300,000,000 to U.S.
$500,000,000, and including any filings pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the  Securities and Exchange Commission, and hereby grants unto
said attorney-in-fact and agent, 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 or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.



                                                 /s/ W. G. Lowrie
                                                 ----------------
                                                 W. G. Lowrie


   3




                              AMOCO CORPORATION

                              POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and J. L. Carl, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including 
post-effective amendments) to Amoco Corporation's Registration Statement (File
No. 333-36923), including specifically an amendment increasing the principal
amount of debt securities covered thereby from U.S. $300,000,000 to U.S.
$500,000,000, and including any filings pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the  Securities and Exchange Commission, and hereby grants unto
said attorney-in-fact and agent, 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 or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.




                                                 /s/ J. L. Carl
                                                 --------------
                                                 J. L. Carl
   4




                              AMOCO CORPORATION


                              POWER OF ATTORNEY


KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and J. L. Carl, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to Amoco Corporation's Registration Statement (File
No. 333-36923), including specifically an amendment increasing the principal
amount of debt securities covered thereby from U.S. $300,000,000 to U.S.
$500,000,000, and including any filings pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the  Securities and Exchange Commission, and hereby grants unto
said attorney-in-fact and agent, 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 or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.



                                                 /s/ Judith G. Boynton
                                                 ---------------------
                                                 Judith G. Boynton


   5




                              AMOCO CORPORATION


                              POWER OF ATTORNEY


KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and J. L. Carl, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to Amoco Corporation's Registration Statement (File
No. 333-36923), including specifically an amendment increasing the principal
amount of debt securities covered thereby from U.S. $300,000,000 to U.S.
$500,000,000, and including any filings pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the  Securities and Exchange Commission, and hereby grants unto
said attorney-in-fact and agent, 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 or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.


                                                 /s/ D. R. Beall
                                                 ---------------
                                                 D. R. Beall 


   6




                              AMOCO CORPORATION


                              POWER OF ATTORNEY


KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and J. L. Carl, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to Amoco Corporation's Registration Statement (File
No. 333-36923), including specifically an amendment increasing the principal
amount of debt securities covered thereby from U.S. $300,000,000 to U.S.
$500,000,000, and including any filings pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the  Securities and Exchange Commission, and hereby grants unto
said attorney-in-fact and agent, 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 or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.



                                                 /s/ Ruth Block
                                                 --------------
                                                 Ruth Block


   7




                              AMOCO CORPORATION


                              POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and J. L. Carl, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including 
post-effective amendments) to Amoco Corporation's Registration Statement (File
No. 333-36923), including specifically an amendment increasing the principal
amount of debt securities covered thereby from U.S. $300,000,000 to U.S.
$500,000,000, and including any filings pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the  Securities and Exchange Commission, and hereby grants unto
said attorney-in-fact and agent, 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 or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.                                           







                                                 /s/ J. H. Bryan
                                                 ---------------
                                                 J. H. Bryan


   8




                              AMOCO CORPORATION


                              POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and J. L. Carl, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including 
post-effective amendments) to Amoco Corporation's Registration Statement (File
No. 333-36923), including specifically an amendment increasing the principal
amount of debt securities covered thereby from U.S. $300,000,000 to U.S.
$500,000,000, and including any filings pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the  Securities and Exchange Commission, and hereby grants unto
said attorney-in-fact and agent, 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 or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.





                                                 /s/ E. B. Davis, Jr.
                                                 --------------------
                                                 E. B. Davis, Jr.



   9




                              AMOCO CORPORATION

                              POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and J. L. Carl, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including 
post-effective amendments) to Amoco Corporation's Registration Statement (File
No. 333-36923), including specifically an amendment increasing the principal
amount of debt securities covered thereby from U.S. $300,000,000 to U.S.
$500,000,000, and including any filings pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the  Securities and Exchange Commission, and hereby grants unto
said attorney-in-fact and agent, 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 or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.

                                                 /s/ Richard Ferris
                                                 ------------------
                                                 Richard Ferris


   10




                              AMOCO CORPORATION

                              POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and J. L. Carl, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including 
post-effective amendments) to Amoco Corporation's Registration Statement (File
No. 333-36923), including specifically an amendment increasing the principal
amount of debt securities covered thereby from U.S. $300,000,000 to U.S.
$500,000,000, and including any filings pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the  Securities and Exchange Commission, and hereby grants unto
said attorney-in-fact and agent, 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 or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.


                                                 /s/ F. A. Maljers
                                                 -----------------
                                                 F. A. Maljers


   11




                              AMOCO CORPORATION


                              POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and J. L. Carl, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including 
post-effective amendments) to Amoco Corporation's Registration Statement (File
No. 333-36923), including specifically an amendment increasing the principal
amount of debt securities covered thereby from U.S. $300,000,000 to U.S.
$500,000,000, and including any filings pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the  Securities and Exchange Commission, and hereby grants unto
said attorney-in-fact and agent, 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 or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.



                                                 /s/ A. C. Martinez
                                                 ------------------
                                                 A. C. Martinez



   12




                              AMOCO CORPORATION


                              POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and J. L. Carl, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including 
post-effective amendments) to Amoco Corporation's Registration Statement (File
No. 333-36923), including specifically an amendment increasing the principal
amount of debt securities covered thereby from U.S. $300,000,000 to U.S.
$500,000,000, and including any filings pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the  Securities and Exchange Commission, and hereby grants unto
said attorney-in-fact and agent, 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 or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.

                                                 /s/ W. E. Massey
                                                 ----------------
                                                 W. E. Massey


   13
                              AMOCO CORPORATION


                              POWER OF ATTORNEY



KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
J. L. Carl, W. R. Hutchinson and D. B. Pinkert, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to the Corporation's Registration Statement (File No. 333-36923),
including specifically an amendment increasing the principal amount of debt
securities covered thereby from $300,000,000 to $500,000,000, and including any
filings pursuant to Rule 462(b), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants unto said attorney-in-fact and agent,
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 or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.


                                                 /s/ Martha R. Seger
                                                 -------------------
                                                 Martha R. Seger









   14




                              AMOCO CORPORATION


                              POWER OF ATTORNEY


KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and J. L. Carl, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to Amoco Corporation's Registration Statement (File
No. 333-36923), including specifically an amendment increasing the principal
amount of debt securities covered thereby from U.S. $300,000,000 to U.S.
$500,000,000, and including any filings pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the  Securities and Exchange Commission, and hereby grants unto
said attorney-in-fact and agent, 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 or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.


                                                 /s/ T. M. Solso
                                                 ---------------
                                                 T. M. Solso


   15




                              AMOCO CORPORATION


                              POWER OF ATTORNEY


KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and J. L. Carl, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to Amoco Corporation's Registration Statement (File
No. 333-36923), including specifically an amendment increasing the principal
amount of debt securities covered thereby from U.S. $300,000,000 to U.S.
$500,000,000, and including any filings pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the  Securities and Exchange Commission, and hereby grants unto
said attorney-in-fact and agent, 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 or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.



                                                 /s/ Michael Wilson
                                                 ------------------
                                                 Michael Wilson



   16
                                AMOCO COMPANY

                              POWER OF ATTORNEY




KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
J. L. Carl, W. R. Hutchinson and D. B. Pinkert, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to the Corporation's Registration Statement (File No. 333-36923),
including specifically an amendment increasing the principal amount of debt
securities covered thereby from $300,000,000 to $500,000,000, and including any
filings pursuant to Rule 462(b), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants unto said attorney-in-fact and agent,
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 or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.


                                      /s/ J. L. Carl
                                      ---------------------------
                                Name: J. L. Carl
                                      ---------------------------








   17




                                AMOCO COMPANY

                              POWER OF ATTORNEY


KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
J. L. Carl, W. R. Hutchinson and D. B. Pinkert, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to the Corporation's Registration Statement (File No. 333-36923),
including specifically an amendment increasing the principal amount of debt
securities covered thereby from $300,000,000 to $500,000,000, and including any
filings pursuant to Rule 462(b), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants unto said attorney-in-fact and agent,
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 or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.



                                      /s/ W. R. Hutchinson
                                      ------------------------
                                Name: W. R. Hutchinson
                                      ---------------------------


   18




                                AMOCO COMPANY

                              POWER OF ATTORNEY



KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
J. L. Carl, W. R. Hutchinson and D. B. Pinkert, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to the Corporation's Registration Statement (File No. 333-36923),
including specifically an amendment increasing the principal amount of debt
securities covered thereby from $300,000,000 to $500,000,000, and including any
filings pursuant to Rule 462(b), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants unto said attorney-in-fact and agent,
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 or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.




                                      /s/ Judith G. Boynton
                                      ---------------------------
                                Name: Judith G. Boynton
                                      ---------------------------


   19




                                AMOCO COMPANY

                              POWER OF ATTORNEY



KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
J. L. Carl, W. R. Hutchinson and D. B. Pinkert, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to the Corporation's Registration Statement (File No. 333-36923),
including specifically an amendment increasing the principal amount of debt
securities covered thereby from $300,000,000 to $500,000,000, and including any
filings pursuant to Rule 462(b), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants unto said attorney-in-fact and agent,
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 or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 3rd day of November, 1997.


                                      /s/ D. B. Pinkert
                                      ---------------------------
                                Name: D. B. Pinkert
                                      ---------------------------