EX-24 2 elliot.htm
POWER OF ATTORNEY





 The undersigned hereby constitutes and appoints Jeffery A. Mason

("Attorney-in-Fact"), the undersigned's true and lawful attorney-in-fact and

agent with full power of substitution and resubstitution, for the undersigned

and in the undersigned's name, place and stead, in any and all capacities, to

sign (i) a Form ID or any amendment or authentication with respect to a Form ID

and (ii) any or all Forms 3, Forms 4 or Forms 5 relating to beneficial

ownership of securities of Featherlite, Inc. (the "Issuer"), to file the same,

with all exhibits thereto and other documents in connection therewith, with the

Securities and Exchange Commission and to deliver a copy of the same to the

Issuer, granting unto said attorney-in-fact and agent full power and authority

to do and perform each and every act and thing requisite and necessary to be

done in and about the premises, as fully to all intents and purposes as the

undersigned might or could do in person, hereby ratifying and confirming all

said Attorney-in-Fact and agent, or his substitute or substitutes, may lawfully

do or cause to be done by virtue thereof.  The undersigned acknowledges that

the foregoing Attorney-in-Fact, in serving in such capacity at the request of

the undersigned, is not assuming any of the undersigned's responsibilities to

comply with Section 16 of the Securities Exchange Act of 1934.



 This Power of Attorney shall remain in effect until such time as the

undersigned is no longer subject to the provisions of Section 16 of the

Securities Exchange Act of 1934 with respect to securities of the Issuer or

until this Power of Attorney is replaced by a later dated Power of Attorney or

revoked by the undersigned in writing.



 The undersigned hereby indemnifies the Attorney-in-Fact for all losses

and costs the Attorney-in-Fact may incur in connection with or arising from the

Attorney-in-Fact's execution of their authorities granted hereunder.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to

be executed as of this 2nd day of March, 2005.









       /s/ Charles A. Elliot

       Charles A. Elliott