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                                                                     EXHIBIT 24C

                           SPECIAL POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and 
appoints JOSEPH HINES and BRADLEY C. ANDERSON, as his true and lawful 
attorney-in-fact and agent with full power of substitution and resubstitution, 
for him and in his name, place and stead, in any and all capacities, to sign the
Annual Report on Form 10-K for the fiscal year ended July 31, 1998, for filing 
with the Securities and Exchange Commission by Zila, Inc., a Delaware 
corporation, together with any and all amendments to such Form 10-K, and to file
the same with all exhibits thereto, and all documents in connection therewith, 
with the Securities and Exchange Commission, granting to such attorneys-in-fact 
and agents full power and authority to do and perform each and every act and 
thing requisite and necessary to be done in and about the premises, as fully 
and to all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that such attorney-in-fact and agent may lawfully 
do or cause to be done by virtue hereof.

DATED: October 27, 1998
                                        /s/ CLARENCE J. BAUDHUIN
                                        ------------------------------------
                                            CLARENCE J. BAUDHUIN
STATE OF ARIZONA
                        ss.
County of Maricopa

     On this 27th day of October, 1998, before me, the undersigned Notary 
Public, personally appeared CLARENCE J. BAUDHUIN, known to me to be the person 
whose name is subscribed to the within instrument and acknowledged that he 
executed the same for the purposes therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                        /s/ JANICE BACKUS
                                        ------------------------------------
                                            Notary Public
My commission expires:

October 23, 2001