POWER OF ATTORNEY
The undersigned, as a director and/or an officer of ABC-NACO Inc. (the
"Company"), does hereby constitute and appoint Joseph A. Seher and J.P.
Singsank, and each of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution and re-substitution, for him and in his name,
place and stead, in any and all capacities, to sign the Company's Registration
Statement on Form S-3 and any and all amendments thereto (including post-
effective amendments and registration statements filed pursuant to Rule 462
under the Securities Act of 1933 and otherwise), and to file the same, with
exhibits and schedules thereto, and other documents therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents the full power and authority to do and perform each and every act and
thing necessary or desirable to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, thereby ratifying
and confirming all that said attorneys-in-fact, or his substitute, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of May, 2000.
/s/ Donald W. Grinter
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Donald W. Grinter
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