Exhibit 24.01

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of
Smith Barney Holdings Inc., a Delaware corporation, do hereby constitute and
appoint James Dimon, Steven D. Black and Charles W. Scharf, and each of them
severally, to be my true and lawful attorneys-in-fact and agents, each acting
alone with full power of substitution and re-substitution, to sign my name to an
Annual Report on Form 10-K of Smith Barney Holdings Inc. for the fiscal year
ended December 31, 1996, and all amendments thereto, and to file, or cause to be
filed, the same with all exhibits thereto (including this power of attorney),
and other documents in connection therewith with the Securities and Exchange
Commission, provided that such Annual Report on Form 10-K in final form, and any
amendment or amendments thereto and such other documents, be approved by said
attorneys-in-fact, or by any one of them; and I do hereby grant unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in or about the premises,
as fully and to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      IN WITNESS WHEREOF, I have subscribed these presents as of March 26,
1997.


                                                   /s/ Steven D. Black
                                                   ---------------------------
                                                       Steven D. Black
<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of
Smith Barney Holdings Inc., a Delaware corporation, do hereby constitute and
appoint James Dimon, Steven D. Black and Charles W. Scharf, and each of them
severally, to be my true and lawful attorneys-in-fact and agents, each acting
alone with full power of substitution and re-substitution, to sign my name to an
Annual Report on Form 10-K of Smith Barney Holdings Inc. for the fiscal year
ended December 31, 1996, and all amendments thereto, and to file, or cause to be
filed, the same with all exhibits thereto (including this power of attorney),
and other documents in connection therewith with the Securities and Exchange
Commission, provided that such Annual Report on Form 10-K in final form, and any
amendment or amendments thereto and such other documents, be approved by said
attorneys-in-fact, or by any one of them; and I do hereby grant unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in or about the premises,
as fully and to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      IN WITNESS WHEREOF, I have subscribed these presents as of March 14,
1997.


                                                   /s/ James S. Boshart, III
                                                   -----------------------------
                                                       James S. Boshart, III
<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of
Smith Barney Holdings Inc., a Delaware corporation, do hereby constitute and
appoint James Dimon, Steven D. Black and Charles W. Scharf, and each of them
severally, to be my true and lawful attorneys-in-fact and agents, each acting
alone with full power of substitution and re-substitution, to sign my name to an
Annual Report on Form 10-K of Smith Barney Holdings Inc. for the fiscal year
ended December 31, 1996, and all amendments thereto, and to file, or cause to be
filed, the same with all exhibits thereto (including this power of attorney),
and other documents in connection therewith with the Securities and Exchange
Commission, provided that such Annual Report on Form 10-K in final form, and any
amendment or amendments thereto and such other documents, be approved by said
attorneys-in-fact, or by any one of them; and I do hereby grant unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in or about the premises,
as fully and to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      IN WITNESS WHEREOF, I have subscribed these presents as of March 26,
1997.


                                                   /s/ Robert A. Case
                                                   -----------------------------
                                                       Robert A. Case
<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of
Smith Barney Holdings Inc., a Delaware corporation, do hereby constitute and
appoint James Dimon, Steven D. Black and Charles W. Scharf, and each of them
severally, to be my true and lawful attorneys-in-fact and agents, each acting
alone with full power of substitution and re-substitution, to sign my name to an
Annual Report on Form 10-K of Smith Barney Holdings Inc. for the fiscal year
ended December 31, 1996, and all amendments thereto, and to file, or cause to be
filed, the same with all exhibits thereto (including this power of attorney),
and other documents in connection therewith with the Securities and Exchange
Commission, provided that such Annual Report on Form 10-K in final form, and any
amendment or amendments thereto and such other documents, be approved by said
attorneys-in-fact, or by any one of them; and I do hereby grant unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in or about the premises,
as fully and to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      IN WITNESS WHEREOF, I have subscribed these presents as of March 26,
1997.


                                                   /s/ Robert Druskin
                                                   -----------------------------
                                                       Robert Druskin
<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of
Smith Barney Holdings Inc., a Delaware corporation, do hereby constitute and
appoint James Dimon, Steven D. Black and Charles W. Scharf, and each of them
severally, to be my true and lawful attorneys-in-fact and agents, each acting
alone with full power of substitution and re-substitution, to sign my name to an
Annual Report on Form 10-K of Smith Barney Holdings Inc. for the fiscal year
ended December 31, 1996, and all amendments thereto, and to file, or cause to be
filed, the same with all exhibits thereto (including this power of attorney),
and other documents in connection therewith with the Securities and Exchange
Commission, provided that such Annual Report on Form 10-K in final form, and any
amendment or amendments thereto and such other documents, be approved by said
attorneys-in-fact, or by any one of them; and I do hereby grant unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in or about the premises,
as fully and to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      IN WITNESS WHEREOF, I have subscribed these presents as of March 26,
1997.


                                                   /s/ Robert H. Lessin
                                                   -----------------------------
                                                       Robert H. Lessin
<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of
Smith Barney Holdings Inc., a Delaware corporation, do hereby constitute and
appoint James Dimon, Steven D. Black and Charles W. Scharf, and each of them
severally, to be my true and lawful attorneys-in-fact and agents, each acting
alone with full power of substitution and re-substitution, to sign my name to an
Annual Report on Form 10-K of Smith Barney Holdings Inc. for the fiscal year
ended December 31, 1996, and all amendments thereto, and to file, or cause to be
filed, the same with all exhibits thereto (including this power of attorney),
and other documents in connection therewith with the Securities and Exchange
Commission, provided that such Annual Report on Form 10-K in final form, and any
amendment or amendments thereto and such other documents, be approved by said
attorneys-in-fact, or by any one of them; and I do hereby grant unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in or about the premises,
as fully and to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      IN WITNESS WHEREOF, I have subscribed these presents as of March 26,
1997.


                                                   /s/ William J. Mills, II
                                                   -----------------------------
                                                       William J. Mills, II
<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of
Smith Barney Holdings Inc., a Delaware corporation, do hereby constitute and
appoint James Dimon, Steven D. Black and Charles W. Scharf, and each of them
severally, to be my true and lawful attorneys-in-fact and agents, each acting
alone with full power of substitution and re-substitution, to sign my name to an
Annual Report on Form 10-K of Smith Barney Holdings Inc. for the fiscal year
ended December 31, 1996, and all amendments thereto, and to file, or cause to be
filed, the same with all exhibits thereto (including this power of attorney),
and other documents in connection therewith with the Securities and Exchange
Commission, provided that such Annual Report on Form 10-K in final form, and any
amendment or amendments thereto and such other documents, be approved by said
attorneys-in-fact, or by any one of them; and I do hereby grant unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in or about the premises,
as fully and to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      IN WITNESS WHEREOF, I have subscribed these presents as of March 26, 
1997.


                                                   /s/ Michael B. Panitch
                                                   -----------------------------
                                                       Michael B. Panitch
<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of
Smith Barney Holdings Inc., a Delaware corporation, do hereby constitute and
appoint James Dimon, Steven D. Black and Charles W. Scharf, and each of them
severally, to be my true and lawful attorneys-in-fact and agents, each acting
alone with full power of substitution and re-substitution, to sign my name to an
Annual Report on Form 10-K of Smith Barney Holdings Inc. for the fiscal year
ended December 31, 1996, and all amendments thereto, and to file, or cause to be
filed, the same with all exhibits thereto (including this power of attorney),
and other documents in connection therewith with the Securities and Exchange
Commission, provided that such Annual Report on Form 10-K in final form, and any
amendment or amendments thereto and such other documents, be approved by said
attorneys-in-fact, or by any one of them; and I do hereby grant unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in or about the premises,
as fully and to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      IN WITNESS WHEREOF, I have subscribed these presents as of March 26,
1997.


                                                   /s/ Paul Underwood
                                                   -----------------------------
                                                       Paul Underwood