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                                                                   EXHIBIT 24.1

                          POWERS OF ATTORNEY FOR 10-K

DIRECTORS:

Fatt, William R.
Ferris, Richard J.
Frey, Dale F.
Gamey, Ronald K.
Gilhuly, Edward A.
Leventhal, Norman B.
Michelson, Michael W.
Myers, John H.
Ueberroth, Peter V.
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                                POWER OF ATTORNEY


      William R. Fatt does hereby constitute and appoint David L. Stivers and
William L. Perocchi, his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the Form
10-K Annual Report for the fiscal year ended December 31, 1996, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 and any amendments
thereto, on his behalf, and to file the same, with any exhibits thereto and
other documents in connection therewith, granting to each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact and agents or
his or her substitutes may do or cause to be done by virtue hereof.

      Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.

                                               /s/ William R. Fatt
                                        ---------------------------------
                                                  William R. Fatt
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                                POWER OF ATTORNEY


      Richard J. Ferris does hereby constitute and appoint David L. Stivers and
William L. Perocchi, his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the Form
10-K Annual Report for the fiscal year ended December 31, 1996, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 and any amendments
thereto, on his behalf, and to file the same, with any exhibits thereto and
other documents in connection therewith, granting to each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact and agents or
his or her substitutes may do or cause to be done by virtue hereof.

      Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.


                                          /s/ Richard J. Ferris
                                    ---------------------------------
                                            Richard J. Ferris







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                                POWER OF ATTORNEY


      Dale F. Frey does hereby constitute and appoint David L. Stivers and
William L. Perocchi, his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Doubletree Corporation and Red Lion Inns Limited Partnership Form 10-K Annual
Reports for the fiscal year ended December 31, 1996, pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 and any amendments thereto, on his
behalf, and to file the same, with any exhibits thereto and other documents in
connection therewith, granting to each of such attorneys-in-fact and agents full
power and authority to do and perform each and every act requisite and necessary
in connection with such matters and hereby ratifying and confirming all that
each of such attorneys-in-fact and agents or his or her substitutes may do or
cause to be done by virtue hereof.

      Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.

                                             /s/ Dale F. Frey
                                        ---------------------------
                                                Dale F. Frey
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                                POWER OF ATTORNEY


      Ronald K. Gamey does hereby constitute and appoint David L. Stivers and
William L. Perocchi, his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Form 10-K Annual Report for the fiscal year ended December 31, 1996, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 and any amendments
thereto, on his behalf, and to file the same, with any exhibits thereto and
other documents in connection therewith, granting to each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact and agents or
his or her substitutes may do or cause to be done by virtue hereof.

      Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.


                                            /s/ Ronald K. Gamey
                                        ---------------------------
                                               Ronald K. Gamey







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                                POWER OF ATTORNEY


      Edward A. Gilhuly does hereby constitute and appoint David L. Stivers and
William L. Perocchi, his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the Form
10-K Annual Report for the fiscal year ended December 31, 1996, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 and any amendments
thereto, on his behalf, and to file the same, with any exhibits thereto and
other documents in connection therewith, granting to each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact and agents or
his or her substitutes may do or cause to be done by virtue hereof.

      Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.


                                   /s/ Edward A. Gilhuly
                              --------------------------------
                                     Edward A. Gilhuly
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                                POWER OF ATTORNEY


     Norman B. Leventhal does hereby constitute and appoint David L. Stivers and
William L. Perocchi, his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Doubletree Corporation and Red Lion Inns Limited Partnership Form 10-K Annual
Reports for the fiscal year ended December 31, 1996, pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 and any amendments thereto, on his
behalf, and to file the same, with any exhibits thereto and other documents in
connection therewith, granting to each of such attorneys-in-fact and agents full
power and authority to do and perform each and every act requisite and necessary
in connection with such matters and hereby ratifying and confirming all that
each of such attorneys-in-fact and agents or his or her substitutes may do or
cause to be done by virtue hereof.

     Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.


                                        /s/ Norman B. Leventhal
                                   -----------------------------------
                                          Norman B. Leventhal
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                                POWER OF ATTORNEY


      Michael W. Michelson does hereby constitute and appoint David L. Stivers
and William L. Perocchi, his true and lawful attorneys-in-fact and agents, with
full power of substitution, whether acting individually or together, to sign the
Form 10-K Annual Report for the fiscal year ended December 31, 1996, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 and any amendments
thereto, on his behalf, and to file the same, with any exhibits thereto and
other documents in connection therewith, granting to each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact and agents or
his or her substitutes may do or cause to be done by virtue hereof.

      Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.


                                        /s/ Michael W. Michelson
                                   ----------------------------------
                                          Michael W. Michelson
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                               POWER OF ATTORNEY


      John H. Myers does hereby constitute and appoint David L. Stivers and
William L. Perocchi, his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the Form
10-K Annual Report for the fiscal year ended December 31, 1996, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 and any amendments
thereto, on his behalf, and to file the same, with any exhibits thereto and
other documents in connection therewith, granting to each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact and agents or
his or her substitutes may do or cause to be done by virtue hereof.

      Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.


                                         /s/ John H. Myers
                                     ----------------------------
                                           John H. Myers
<PAGE>   10
                               POWER OF ATTORNEY


        Peter V. Ueberroth does hereby constitute and appoint David L.
Stivers and William L. Perocchi, his true and lawful attorneys-in-fact and
agents, with full power of substitution, whether acting individually or
together, to sign the Form 10-K Annual Report for the fiscal year ended
December 31, 1996, pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 and any amendments thereto, on his behalf, and to file the same,
with any exhibits thereto and other documents in connection therewith, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.

        Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.



                                                       /s/ Peter V. Ueberroth
                                                       ----------------------
                                                           Peter V. Ueberroth