Exhibit 24.1

                        SUBSTITUTION OF POWER OF ATTORNEY



            The undersigned, having been granted a power of attorney, with full
power of substitution and resubstitution, by certain officers and directors of
Hillenbrand Industries, Inc. (the "Company") to sign and file with the
Securities and Exchange Commission a Registration Statement on Form S-8 and all
amendments thereto with respect to the registration of 3,000,000 shares of
common stock of the Company for issuance under the Company's 1996 Stock Option
Plan (the "Registration Statement"), does hereby designate, constitute and
appoint each of Frederick W. Rockwood, Scott K. Sorensen, Patrick D. de
Maynadier and Timothy R. Renfroe, with full power of substitution, his
substitute as attorney-in-fact and agent to execute any and all post-effective
amendments to the Registration Statement with the full power and authority given
to the undersigned pursuant to the power of attorney originally executed by such
officers and directors, and to file the same with the Securities and Exchange
Commission.

            IN WITNESS WHEREOF, the undersigned has executed this Substitution
of Power of Attorney as of this 13th day of May, 2002.




                                      /S/  MARK R. LINDENMEYER
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