International Home Foods Inc, et al. – ‘SC 13D’ on 4/2/98 re: Grist Mill Co – EX-24

As of:  Thursday, 4/2/98   ·   Accession #:  950134-98-2874   ·   File #:  5-39683

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             16     92K 
 2: EX-10.1     Credit Agreement Dated November 1, 1996               90    397K 
 3: EX-10.2     Agreement & Plan of Merger Dated March 10, 1998       85    323K 
 4: EX-10.3     Stockholder Agreement Dated March 10, 1998            15     53K 
 5: EX-24       Power of Attorney                                      2±     8K 
 6: EX-99       Joint Filing Agreement Dated March 16, 1998            2     13K 

EX-24   —   Power of Attorney

EX-24
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                                                                      EXHIBIT 24

POWER OF ATTORNEY 

FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G

   Know all by these presents, that the undersigned hereby constitutes and
appoints each of Lawrence D. Stuart, Jr., Michael D. Salim, and David W.        
Knickel, signing singly, the undersigned's true and lawful attorney-in-fact to: 

(1)   execute for and on behalf of the undersigned (a) Forms 3, 4 and 5         
  (including amendments thereto) in accordance with Section 16(a) of the
     Securities Exchange Act of 1934 and the rules thereunder and (b)Schedules
  13D and 13G (including amendments thereto) in accordance with Sections
13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder:                                                         

(2)   do and perform any and all acts for and on behalf of the undersigned that 
    may be necessary or desirable to complete and execute any such Form 3, 4
    or 5 or Schedule 13D or 13G (including amendments thereto) and file that
Form or Schedule with the Securities and Exchange Commission and any
   stock exchange, self-regulatory association or any other authority; and

(3)   take any other action of any type whatsoever in connection with the       
     foregoing that, in the opinion of the attorney-in-fact, may be of benefit
   to, in the best interest of, or legally required of the undersigned, it
   being understood that the documents executed by the attorney-in-fact on
    behalf of the undersigned pursuant to this Power of Attorney shall be in
     such form and shall contain such terms and conditions as the attorney-in-
fact may approve in the attorney-in-fact's discretion.              

 The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,   
necessary or proper to be done in the exercise of any of the rights and powers  
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,  
hereby ratifying and confirming all that each attorney-in-fact, or the          
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be  
done by virtue of this Power of Attorney and the rights and powers herein       
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact and 
their substitutes, in serving in such capacity at the request of the            
undersigned, are not assuming any of the undersigned's responsibilities to      
comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.    

  The undersigned agrees that each attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the            
attorney-in-fact.                                                               

  This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3,4 and 5 and Schedules 13D and 
13G (including amendments thereto) with respect to the undersigned's holdings of
and transactions in securities, unless earlier revoked by the undersigned in a  
signed writing delivered to the foregoing attorneys-in-fact.  This Power of     
Attorney does not revoke any other power of attorney that the undersigned has   
previously granted.                                                             

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed effective as of the date written below.                             

           /s/ THOMAS O. HICKS
                    ----------------------------
 Signature

       THOMAS O. HICKS
                    ----------------------------
          Type or Print Name

12-5-97 
                    ----------------------------
Date