Exhibit 24.1
POWER OF ATTORNEY
The undersigned directors and officers of Carbon Energy Corporation
(the "Company") hereby appoint and authorize Patrick R. McDonald and Kevin D.
Struzeski, and each of them, as true and lawful attorneys-in-fact and agents:
(1) to sign in the name of each such person and file with the Securities and
Exchange Commission a Registration Statement on Form S-8, and any and all
amendments (including post-effective amendments) to such Registration Statement,
for the registration under the Securities Act of 1933, as amended, of shares of
Common Stock relating to and plan interests in the Carbon Energy Corporation
401(k) Profit Sharing Plan and any other securities relating to that Plan; and
(2) to take any and all actions necessary or required in connection with such
Registration Statement and amendments to comply with the Securities Act of 1933,
as amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Pursuant to the requirements of the Securities Act, the following
persons in the capacities and on the dates indicated have signed this
registration statement.
SIGNATURE TITLE DATE
s/ Patrick R. McDonald Director and President October 30, 2000
--------------------------- (Principal Executive Officer)
Patrick R. McDonald
/s/ Kevin D. Struzeski Treasurer and October 30, 2000
---------------------------- Chief Financial Officer
Kevin D. Struzeski (Principal Financial
and Accounting Officer
/s/ Cortlandt S. Dietler Director October 30, 2000
---------------------------
Cortlandt S. Dietler
/s/ David H. Kennedy Director October 30, 2000
----------------------------
David H. Kennedy
/s/ Bryan H. Lawrence Director October 30, 2000
---------------------------
Bryan H. Lawrence
/s/ Peter A. Leidel Director October 30, 2000
----------------------------
Peter A. Leidel
/s/ Harry A. Trueblood, Jr. Director October 30, 2000
----------------------------
Harry A. Trueblood, Jr.
