MOBIL CORPORATION


         I, G. G. GARNEY,  Senior Assistant  Secretary of MOBIL  CORPORATION,  a
corporation  organized and existing under the laws of the State of Delaware,  DO
HEREBY CERTIFY that at a duly  constituted  meeting of the Board of Directors of
MOBIL  CORPORATION  held on February  28,  1997,  at which  meeting a quorum was
present, the following resolution was approved:


         RESOLVED,  that the  Corporation's  1996 Annual  Report on Form 10-K in
         substantially  the  form  presented  at this  meeting,  be and the same
         hereby is  approved,  and that the officers of the  Corporation  be and
         they and  each of them  hereby  are  authorized  to sign and file  such
         Report, including any amendments to such annual report on Form 10-K, on
         behalf of the Corporation with the Securities and Exchange  Commission,
         the  New  York  Stock  Exchange  and  such  other  exchanges  as may be
         necessary and appropriate,  with such changes or amendments therein, if
         any, as may be  approved  by the officer or officers  signing the same,
         which changes or amendments are hereby expressly approved.


         I further certify that the foregoing  resolution is still in full force
and effect.

         IN TESTIMONY  WHEREOF,  I have signed my name and affixed the Corporate
Seal at Fairfax, VA this 12th day of March, 1997.


                                                   /s/ G. G. Garney
                                                   G. G. Garney
                                                   Senior Assistant Secretary





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                              MOBIL CORPORATION

                              POWER OF ATTORNEY



         KNOW  ALL  PERSONS  BY THESE  PRESENTS,  that  each of the  undersigned
directors and/or officers of Mobil Corporation,  a Delaware corporation,  hereby
constitutes and appoints WALTER R. ARNHEIM, M. FRANCES KEETH,  CHARLES H. DuBOIS
and GORDON G. GARNEY his or her true and lawful  attorneys-in-fact and agents to
execute in his or her name and capacity  the 1996 annual  report on Form 10-K of
this  Corporation  and any  amendments  to such annual  report with all exhibits
thereto,  and any and all documents in connection  therewith pursuant to Section
13 or 15(d) of the  Securities  Exchange Act of 1934,  as amended,  each of such
persons having full power to act without the others;


         AND FURTHER,  that each of the undersigned directors and/or officers of
the Corporation hereby grants to said  attorneys-in-fact  and agents and each of
them,  full power and  authority  to do and  perform any and all acts and things
essential and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person in connection with
the proper exercise of the powers granted hereunder.


         IN WITNESS WHEREOF,  the  undersigned,  as directors and/or officers of
said Mobil  Corporation or as  individuals,  have here- unto set their hands and
seals as of the 28th day of February, 1997.



NAME AND TITLE
                                        /s/ Lucio A. Noto
                                        Lucio A. Noto, Director, Chairman
                                        of the Board, Principal Executive
                                        Officer



NAME AND TITLE
                                        /s/Thomas C. DeLoach, Jr.
                                        Thomas C. DeLoach, Jr., Senior Vice
                                        President, Principal Financial Officer



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                                    -2-




NAME AND TITLE
                                        /s/ M. Frances Keeth
                                        M. Frances Keeth, Controller,
                                        Principal Accounting Officer



NAME AND TITLE
                                        /s/ Lewis M. Branscomb
                                        Lewis M. Branscomb, Director



NAME AND TITLE
                                        /s/ Donald V. Fites
                                        Donald V. Fites, Director



NAME AND TITLE
                                        /s/ Charles A. Heimbold, Jr.
                                        Charles A. Heimbold, Jr., Director



NAME AND TITLE
                                        /s/ Paul J. Hoenmans
                                        Paul J. Hoenmans, Director



NAME AND TITLE
                                        /s/ Allen F. Jacobson
                                        Allen F. Jacobson, Director



NAME AND TITLE
                                        /s/ Samuel C. Johnson
                                        Samuel C. Johnson, Director



NAME AND TITLE
                                        /s/ Helene L. Kaplan
                                        Helene L. Kaplan, Director



NAME AND TITLE
                                        /s/ J. Richard Munro
                                        J. Richard Munro, Director



NAME AND TITLE
                                        /s/ Aulana L. Peters
                                        Aulana L. Peters, Director





<PAGE>



                                    -3-




NAME AND TITLE
                                        /s/ Eugene A. Renna
                                        Eugene A. Renna, Director



NAME AND TITLE
                                        /s/ Charles S. Sanford, Jr.
                                        Charles S. Sanford, Jr., Director



NAME AND TITLE
                                        /s/ Robert G. Schwartz
                                        Robert G. Schwartz, Director



NAME AND TITLE
                                        /s/ Robert O. Swanson
                                        Robert O. Swanson, Director



NAME AND TITLE
                                        /s/ Iain D. T. Vallance
                                        Iain D. T. Vallance, Director