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                                                                    EXHIBIT 24


                           DIRECTORS AND OFFICERS OF
                                      
                            PARK-OHIO HOLDINGS CORP.
                                      
                       REGISTRATION STATEMENT ON FORM S-8

                               POWER OF ATTORNEY



         The undersigned directors and officers of Park-Ohio Holdings Corp., an
Ohio corporation (the "Corporation"), do hereby constitute and appoint James S.
Walker, Ronald J. Cozean, and Patrick W. Fogarty, and each of them, with full
power of substitution and resubstitution, as attorneys-in-fact or
attorney-in-fact of the undersigned, for him/her and in his/her name, place and
stead, to execute and file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 a Registration Statement on Form
S-8 relating to the registration of 550,000 shares of the Corporation's stock
issuable or saleable under the Park-Ohio Holdings Corp. 1998 Long-Term Incentive
Plan (the "Securities"), with any and all amendments, supplements and exhibits
thereto, to execute and file any and all other applications or other documents
to be filed with the Commission and all documents required to be filed with any
state securities regulating board or commission pertaining to such Securities
registered pursuant to the Registration Statement on Form S-8, with any and all
amendments, supplements and exhibits thereto each such attorney to have full
power to act with or without the others, and to have full power and authority to
do and perform, in the name and on behalf of the undersigned, every act
whatsoever necessary, advisable or appropriate to be done in the premises as
fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and approving the act of said attorneys and any of them
and any such substitute.


        Executed as of June 29, 1998.


/s/  Edward F. Crawford                      /s/ James S. Walker
- -------------------------------              ----------------------------------
Edward F. Crawford                           James S. Walker  
President, Chief Executive Officer,          Vice President, Treasurer and 
Chairman of the Board and Director           Chief Financial Officer


/s/  Felix J. Tarorick                       /s/ Ronald J. Cozean
- -------------------------------              ----------------------------------
Felix J. Tarorick                            Ronald J. Cozean
Vice President of Operations                 Secretary and General Counsel
and Director


/s/  Matthew V. Crawford                     /s/ Kevin R. Greene  
- -------------------------------              ----------------------------------
Matthew V. Crawford                          Kevin R. Greene, Director  
Assistant Secretary, Corporate
Counsel and Director


/s/  Lewis E. Hatch, Jr.                     /s/ Thomas E. McGinty
- -------------------------------              ----------------------------------
Lewis E. Hatch, Jr., Director                Thomas E. McGinty, Director


/s/  Lawrence O. Selhorst                    /s/ James W. Wert     
- -------------------------------              ----------------------------------
Lawrence O. Selhorst, Director               James W. Wert, Director