Exhibit 24.1


                             POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. Larry Nichols, H. Allen
Turner and Marian J. Moon, and each or any one of them, his true and lawful
attorney-in-fact and agent, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities, to sign any or all amendments (including
post-effective amendments) and supplements to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, each acting alone or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.



/s/  John W. Nichols                           /s/ J. Larry Nichols
_______________________________                _____________________________
John W. Nichols                                J. Larry Nichols
Chairman of the Board and Director             President, Chief Executive
                                               Officer and Director


/s/ William T. Vaughn                          /s/ Danny J. Heatly 
________________________________               _____________________________
William T. Vaughn                              Danny J. Heatly
Vice President Finance                         Controller


/s/ Luke R. Corbett                            /s/ Thomas F. Ferguson
________________________________               ____________________________
Luke R. Corbett                                Thomas F. Ferguson
Director                                       Director


/s/ David M. Gavrin                            /s/ Michael E. Gellert
________________________________               ____________________________
David M. Gavrin                                Michael E. Gellert
Director                                       Director


/s/ Tom J. McDaniel                            /s/ H.R. Sanders, Jr. 
________________________________               ___________________________
Tom J. McDaniel                                H.R. Sanders, Jr.
Director                                       Director


/s/ Lawrence H. Towell  
_______________________________
Lawrence H. Towell
Director