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                                                                    EXHIBIT 24.1
 
                          CAMELOT MUSIC HOLDINGS, INC.
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that Camelot Music Holdings, Inc. hereby
constitutes and appoints James E. Bonk, Jack K. Rogers and Lee Ann Thorn, or any
one or more of them, its attorneys-in-fact and agents, each with full power of
substitution and resubstitution for it in any and all capacities, to sign any or
all amendments or post-effective amendments to this Registration Statement, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may do or cause to
be done by virtue hereof.
 
     IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland,
Ohio this 11th day of June, 1998.
 
                                          CAMELOT MUSIC HOLDINGS, INC.
 
                                          By: /s/ JACK K. ROGERS
 
                                            ------------------------------------
 
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                                                     EXHIBIT 24.1 -- (CONTINUED)
 
                          CAMELOT MUSIC HOLDINGS, INC.
 
                              CERTIFIED RESOLUTION
 
     I, Jack K. Rogers, Secretary of Camelot Music Holdings, Inc., a Delaware
corporation (the "Company"), do hereby certify that the following is a true copy
of a resolution adopted by the Board of Directors on June 4, 1998, and that the
same has not been changed and remains in full force and effect.
 
     RESOLVED, that each of James E. Bonk, Jack K. Rogers and Lee Ann Thorn is
hereby appointed as attorney of the Company with full power of substitution and
resubstitution for and in the name, place and stead of the Company to sign,
attest and file a Registration Statement on Form S-1, or any other appropriate
form that may be used from time to time, and any related registration statement
filed pursuant to Rule 462(b) under the Securities Act, with respect to the
issue and sale of the Company's Common Stock (the "Securities"), and any and all
amendments and exhibits to such Registration Statement and any and all
applications or other documents to be filed with the Commission and any and all
applicable applications or other documents in connection with the inclusion in
any automated interdealer quotation system of the securities covered by such
Registration Statement or any and all applications or other documents to be
filed with any governmental or private agency or official relative to the
issuance of said Securities, with full power and authority to do and perform any
and all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorneys or any such
substitute or substitutes and, without implied limitation, including in the
above the authority to do the foregoing things on behalf of the Company in the
name of the person so acting or on behalf and in the name of any duly authorized
officer of the Company; and that each of the Chairman, the President and
Secretary and the Chief Financial Officer of the Company is hereby authorized,
for and on behalf of the Company, to execute a Power of Attorney evidencing the
foregoing appointment.
 
                                          /s/ JACK K. ROGERS
 
                                          --------------------------------------
                                          Jack K. Rogers, Secretary
Dated: June 11, 1998
 
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