EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, Lone Star Energy Plant Operations, Inc., a Texas corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended, an Annual Report on Form 10-K for the year ended December 31,
1996, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other
documents having relation to said Form 10-K;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint D. R. Martin, W. T. Satterwhite or M. E.
Rescoe, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the other and with full power
of substitution and resubstitution, to execute in his name, place and stead
in his capacity as a director of the Company, said Form 10-K and any and
all amendments thereto and all instruments necessary or incidental in
connection therewith and to file the same with the Commission. Each of
said attorneys shall have full power and authority to do and perform in the
name and on behalf of the undersigned in any and all capacities every act
whatsoever necessary or desirable to be done in the premises as fully and
to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of said attorneys
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
this 27th day of March, 1997.
/s/ D. W. Biegler
______________________________
D. W. Biegler
POWER OF ATTORNEY
WHEREAS, Lone Star Energy Plant Operations, Inc., a Texas corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended, an Annual Report on Form 10-K for the year ended December 31,
1996, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other
documents having relation to said Form 10-K;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint D. R. Martin, W. T. Satterwhite or M. E.
Rescoe, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the other and with full power
of substitution and resubstitution, to execute in his name, place and stead
in his capacity as a director of the Company, said Form 10-K and any and
all amendments thereto and all instruments necessary or incidental in
connection therewith and to file the same with the Commission. Each of
said attorneys shall have full power and authority to do and perform in the
name and on behalf of the undersigned in any and all capacities every act
whatsoever necessary or desirable to be done in the premises as fully and
to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of said attorneys
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
this 27th day of March, 1997.
/s/ D. R. Long
______________________________
D. R. Long
POWER OF ATTORNEY
WHEREAS, Lone Star Energy Plant Operations, Inc., a Texas corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended, an Annual Report on Form 10-K for the year ended December 31,
1996, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other
documents having relation to said Form 10-K;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint D. R. Martin or W. T. Satterwhite, and each of
them severally, his true and lawful attorney or attorneys with power to act
with or without the other and with full power of substitution and
resubstitution, to execute in his name, place and stead in his capacity as
a director of the Company, said Form 10-K and any and all amendments
thereto and all instruments necessary or incidental in connection therewith
and to file the same with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on behalf
of the undersigned in any and all capacities every act whatsoever necessary
or desirable to be done in the premises as fully and to all intents and
purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
this 27th day of March, 1997.
/s/ M. E. Rescoe
______________________________
M. E. Rescoe
POWER OF ATTORNEY
WHEREAS, Lone Star Energy Plant Operations, Inc., a Texas corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended, an Annual Report on Form 10-K for the year ended December 31,
1996, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other
documents having relation to said Form 10-K;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint D. R. Martin or M. E. Rescoe, and each of them
severally, his true and lawful attorney or attorneys with power to act with
or without the other and with full power of substitution and
resubstitution, to execute in his name, place and stead in his capacity as
a director of the Company, said Form 10-K and any and all amendments
thereto and all instruments necessary or incidental in connection therewith
and to file the same with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on behalf
of the undersigned in any and all capacities every act whatsoever necessary
or desirable to be done in the premises as fully and to all intents and
purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
this 27th day of March, 1997.
/s/ W. T. Satterwhite
______________________________
W. T. Satterwhite
POWER OF ATTORNEY
WHEREAS, Lone Star Energy Plant Operations, Inc., a Texas corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended, an Annual Report on Form 10-K for the year ended December 31,
1996, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other
documents having relation to said Form 10-K;
NOW, THEREFORE, the undersigned in his capacity as an officer of the
Company, does hereby appoint W. T. Satterwhite or M. E. Rescoe, and each of
them severally, his true and lawful attorney or attorneys with power to act
with or without the other and with full power of substitution and
resubstitution, to execute in his name, place and stead in his capacity as
an officer of the Company, said Form 10-K and any and all amendments
thereto and all instruments necessary or incidental in connection therewith
and to file the same with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on behalf
of the undersigned in any and all capacities every act whatsoever necessary
or desirable to be done in the premises as fully and to all intents and
purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
this 27th day of March, 1997.
/s/ D. R. Martin
______________________________
D. R. Martin
POWER OF ATTORNEY
WHEREAS, Lone Star Energy Plant Operations, Inc., a Texas corporation
(the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended, an Annual Report on Form 10-K for the year ended December 31,
1996, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other
documents having relation to said Form 10-K;
NOW, THEREFORE, the undersigned in his capacity as an officer of the
Company, does hereby appoint D. R. Martin, W. T. Satterwhite or M. E.
Rescoe, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the other and with full power
of substitution and resubstitution, to execute in his name, place and stead
in his capacity as an officer of the Company, said Form 10-K and any and
all amendments thereto and all instruments necessary or incidental in
connection therewith and to file the same with the Commission. Each of
said attorneys shall have full power and authority to do and perform in the
name and on behalf of the undersigned in any and all capacities every act
whatsoever necessary or desirable to be done in the premises as fully and
to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of said attorneys
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on
this 27th day of March, 1997.
/s/ J. W. Pinkerton
______________________________
J. W. Pinkerton