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                                                                      EXHIBIT 24




                            DIRECTORS AND OFFICERS OF
                               RED ROOF INNS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                POWER OF ATTORNEY


              Each of the undersigned directors and officers of Red Roof Inns,
Inc., a Delaware corporation (the "Company"), hereby: (1) constitutes and
appoints Francis W. Cash and David N. Chichester, collectively and individually,
as his or her agent and attorney-in-fact, with full power of substitution and
resubstitution, to (a) sign and file on his or her behalf and in his or her
name, place and stead in any and all capacities (I) a Registration Statement on
Form S-8 (the "Registration Statement") with respect to the registration under
the Securities Act of 1933, as amended, of deferred compensation payment
obligations issuable under the Red Roof Inns, Inc. Deferred Compensation Plan
and Executive Deferred Compensation Plan, (ii) any and all amendments, including
post-effective amendments, and exhibits to the Registration Statement and (iii)
any and all applications or other documents to be filed with the Securities and
Exchange Commission or any state securities commission or other regulatory
authority with respect to the securities covered by the Registration Statement,
and (b) do and perform any and all other acts and deeds whatsoever that may be
necessary or required in the premises; and (2) ratifies and approves any and all
actions that may be taken pursuant hereto by any of the above-named agents and
attorneys-in-fact or their substitutes.

              IN WITNESS WHEREOF, the undersigned directors and officers of the
Company have hereunto set their hands as of the 30th day of October, 1997.




         /s/ FRANCIS W. CASH                      /s/ DAVID N. CHICHESTER
         ----------------------------             ----------------------------
         Francis W. Cash                          David N. Chichester


         /s/ JAMES M. ALLWIN                      /s/ THOMAS E. DOBROWSKI
         ----------------------------             ----------------------------
         James M. Allwin                          Thomas E. Dobrowski


         /s/ C. WILLIAM HOSLER                    /s/ WILLIAM M. LEWIS, JR.
         ----------------------------             ----------------------------
         C. William Hosler                        William M. Lewis, Jr.


         /s/ EDWARD D. POWERS                     /s/ JUDITH A. ROGALA
         ----------------------------             ----------------------------
         Edward D. Powers                         Judith A. Rogala


         /s/ OWEN D. THOMAS
         ----------------------------
         Owen D. Thomas