Exhibit 24.01

                                POWER OF ATTORNEY

The undersigned, a Director and/or Officer of TRO Learning, Inc., a Delaware 
corporation (the "Company"), does hereby constitute and appoint William R. 
Roach, Andrew N. Peterson and Mary Jo Murphy, his or her true and lawful 
attorneys and agents, each with full power and authority (acting alone and 
without the other) to execute in the name and on behalf of the undersigned as 
such Director and/or Officer, the Company's Annual Report on Form 10-K and 
related amendments, if any. The undersigned hereby grants unto such attorneys 
and agents, and each of them, full power of substitution and revocation in 
the premises and hereby ratifies and confirms all that such attorneys and 
agents may do or cause to be done by virtue of these presents.

Dated this 11 day of December, 1997.


/s/ William R. Roach
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William R. Roach




                                POWER OF ATTORNEY

The undersigned, a Director and/or Officer of TRO Learning, Inc., a Delaware 
corporation (the "Company"), does hereby constitute and appoint William R. 
Roach, Andrew N. Peterson and Mary Jo Murphy, his or her true and lawful 
attorneys and agents, each with full power and authority (acting alone and 
without the other) to execute in the name and on behalf of the undersigned as 
such Director and/or Officer, the Company's Annual Report on Form 10-K and 
related amendments, if any. The undersigned hereby grants unto such attorneys 
and agents, and each of them, full power of substitution and revocation in 
the premises and hereby ratifies and confirms all that such attorneys and 
agents may do or cause to be done by virtue of these presents.

Dated this 11 day of December, 1997.


/s/ Jack R. Borsting
- -----------------------------
Jack R. Borsting




                                POWER OF ATTORNEY

The undersigned, a Director and/or Officer of TRO Learning, Inc., a Delaware 
corporation (the "Company"), does hereby constitute and appoint William R. 
Roach, Andrew N. Peterson and Mary Jo Murphy, his or her true and lawful 
attorneys and agents, each with full power and authority (acting alone and 
without the other) to execute in the name and on behalf of the undersigned as 
such Director and/or Officer, the Company's Annual Report on Form 10-K and 
related amendments, if any. The undersigned hereby grants unto such attorneys 
and agents, and each of them, full power of substitution and revocation in 
the premises and hereby ratifies and confirms all that such attorneys and 
agents may do or cause to be done by virtue of these presents.

Dated this 11 day of December, 1997.


/s/ Tony Christianson
- -----------------------------
Tony Christianson




                                POWER OF ATTORNEY

The undersigned, a Director and/or Officer of TRO Learning, Inc., a Delaware 
corporation (the "Company"), does hereby constitute and appoint William R. 
Roach, Andrew N. Peterson and Mary Jo Murphy, his or her true and lawful 
attorneys and agents, each with full power and authority (acting alone and 
without the other) to execute in the name and on behalf of the undersigned as 
such Director and/or Officer, the Company's Annual Report on Form 10-K and 
related amendments, if any. The undersigned hereby grants unto such attorneys 
and agents, and each of them, full power of substitution and revocation in 
the premises and hereby ratifies and confirms all that such attorneys and 
agents may do or cause to be done by virtue of these presents.

Dated this 11th day of December, 1997.


/s/ John L. Krakauer
- -----------------------------
John L. Krakauer




                                POWER OF ATTORNEY

The undersigned, a Director and/or Officer of TRO Learning, Inc., a Delaware 
corporation (the "Company"), does hereby constitute and appoint William R. 
Roach, Andrew N. Peterson and Mary Jo Murphy, his or her true and lawful 
attorneys and agents, each with full power and authority (acting alone and 
without the other) to execute in the name and on behalf of the undersigned as 
such Director and/or Officer, the Company's Annual Report on Form 10-K and 
related amendments, if any. The undersigned hereby grants unto such attorneys 
and agents, and each of them, full power of substitution and revocation in 
the premises and hereby ratifies and confirms all that such attorneys and 
agents may do or cause to be done by virtue of these presents.

Dated this 11th day of December, 1997.


/s/ Vernon B. Lewis, Jr.
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Vernon B. Lewis, Jr.




                                POWER OF ATTORNEY

The undersigned, a Director and/or Officer of TRO Learning, Inc., a Delaware 
corporation (the "Company"), does hereby constitute and appoint William R. 
Roach, Andrew N. Peterson and Mary Jo Murphy, his or her true and lawful 
attorneys and agents, each with full power and authority (acting alone and 
without the other) to execute in the name and on behalf of the undersigned as 
such Director and/or Officer, the Company's Annual Report on Form 10-K and 
related amendments, if any. The undersigned hereby grants unto such attorneys 
and agents, and each of them, full power of substitution and revocation in 
the premises and hereby ratifies and confirms all that such attorneys and 
agents may do or cause to be done by virtue of these presents.

Dated this 11 day of December, 1997.


/s/ John Patience
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John Patience