Southdown Inc – ‘S-4/A’ on 5/29/96 – EX-24

As of:  Wednesday, 5/29/96   ·   Accession #:  890566-96-540   ·   File #:  333-02585

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of            93±   434K 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-12       Statement Regarding Computation of Ratios              3±    16K 
 3: EX-15       Letter in Lieu of Consent From Delloitte & Touche      1      7K 
 4: EX-24       Power of Attorney of Whitson Sadler                    1      5K 

EX-24   —   Power of Attorney of Whitson Sadler

                                                                      EXHIBIT 24

 POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints each of Clarence C. Comer,
James L. Persky and Patrick S. Bullard, with full power to act without the      
others, 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 (until revoked in writing) to sign any and all amendments
(including post-effective amendments) to the Registration Statement on Form S-4 
(Registration No. 333-02585) of Southdown, Inc., and to file the same, with all 
exhibits thereto, and other documents in connection therewith, with the         
Securities and Exchange Commission, granting unto said attorneys-in-fact and    
agents or any of them or their or his substitute or substitutes, full power and 
authority to do and perform each and every act and thing requisite and necessary
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 or any of   
them, or their or his substitute or substitutes, may lawfully do or cause to be 
done by virtue hereof.                                                          

Dated:  May 29, l996                                                            

                                                  WHITSON SADLER
                                                  Whitson Sadler