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                                                                    Exhibit 24.1


                                POWER OF ATTORNEY
                                -----------------


         Each of the undersigned officers and directors of TELEGROUP, INC., an
Iowa corporation (the "Company"), hereby appoints Clifford Rees and Douglas A.
Neish as his true and lawful attorneys-in-fact, or either of them, with power to
act without the other, as his true and lawful attorney-in-fact, in his name and
on his behalf, and in any and all capacities stated below, to sign and to cause
to be filed with the Securities and Exchange Commission the Company's
Registration Statement on Form S-8 to register under the Securities Act of 1933,
as amended, an additional 750,000 shares of Common Stock, no par value, to be
sold and distributed by the Company pursuant to the Company's Third Amended and
Restated 1996 Stock Option Plan, as amended (the "Plan") and such other number
of shares as may be issued under the anti-dilution provisions of the Plan, and
any and all amendments thereto, hereby granting unto said attorneys, and to each
of them, full power and authority to do and perform in the name and on behalf of
the undersigned, in any and all such capacities, every act and thing whatsoever
necessary to be done in and about the premises as fully as each of the
undersigned could or might do in person, hereby granting to each such attorney
full power of substitution and revocation, and hereby ratifying all that any
such attorney or his substitute may do by virtue hereof.

         IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney in counterparts if necessary, effective as of May 9, 1998.



                                                  
   /s/ Clifford Rees                                          /s/ Gary Korf
- ---------------------------------------              ---------------------------------------
Clifford Rees, Chief Executive Officer               Gary Korf, Director of Finance and Controller
and Director (Principal Executive                    (Principal Accounting Officer)
Officer)


   /s/ Douglas A. Neish                                 /s/ Rashi Glazer
- ---------------------------------------              ---------------------------------------
Douglas A. Neish, Vice President -                   Rashi Glazer, Director
Finance, Chief Financial Officer, and
Director (Principal Financial Officer)


   /s/ Fred Gratzon                                     /s/ J. Sherman Henderson
- ---------------------------------------              ---------------------------------------
Fred Gratzon, Chairman of the Board                  J. Sherman Henderson, Director


  /s/ Steven J. Baumgartner                            /s/ Eric E. Stakland
- ---------------------------------------              ---------------------------------------
Steven J. Baumgartner, President,                    Eric E. Stakland, Senior Vice President -
Chief Operating Officer and Director                 International Marketing and Director