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                                                                    Exhibit 24.2

                              CALIBER SYSTEM, INC.

                               401(k) SAVINGS PLAN
                       REGISTRATION STATEMENT ON FORM S-8
                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned members of
the Caliber System, Inc. 401(k) Savings Plan Administrative Committee,
constituting all of the members in office at the date hereof, hereby constitutes
and appoints Daniel J. Sullivan, Louis J. Valerio, John E. Lynch, Jr., and
Kathryn W. Dindo, and each of them, with full power of substitution and
resubstitution, as the true and lawful attorney-in-fact and agent of the
undersigned, to sign and file on his behalf and in his name, place and stead, in
any and all capacities, under the Securities Act of 1933, one or more
Registration Statements on Form S-8 relating to the registration, offer and sale
of such number of shares of common stock, without par value, as shall be
determined from time to time, issued and to be issued or acquired in connection
with the Company's 401(k) Savings Plan (the "Plan") and participation interests
in the Plan, and any and all amendments and exhibits thereto, including
post-effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission or any state regulatory
authority, including any state securities regulatory board or commission,
pertaining to the securities subject to such registrations, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the acts of
said attorney and any such substitute.


         EXECUTED this 14th day of May, 1997.
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/s/ DONALD C. BROWN                      /s/ JOHN P. CHANDLER
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Donald C. Brown                          John P. Chandler



/s/ THOMAS R. WARREN
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Thomas R. Warren