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                                                                   EXHIBIT 24.06

                               RED ROOF INNS, INC.

                           ANNUAL REPORT ON FORM 10-K

                             DIRECTORS AND OFFICERS
                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Red Roof Inns,
Inc., a Delaware corporation (the "Company"), hereby: (1) constitutes and
appoints David N. Chichester and/or Alan L. Tallis, collectively and
individually, as his agent and attorney-in-fact, with full power of substitution
and re-substitution, to (a) sign and file Form 10-K for Red Roof Inns, Inc. on
his behalf and in his name, place, and stead in any and all capacities with
respect to the registration under the Securities Exchange Act of 1934, pursuant
to Section 13 or 15(d), (b) sign and file any and all amendments, including
post-effective amendments, and exhibits to Form 10-K, (c) sign and file any and
all applications or other documents to be filed with the Securities and Exchange
Commission covered by the Form 10-K, and (d) 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 director of the Company has hereunto set his
hand as of the 16th day of March, 1998.




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



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