EXHIBIT 2

                                POWER OF ATTORNEY
                               FOR CERTAIN FILINGS
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


I, David E. Shaw, hereby make, constitute and appoint each of:

         Anne Dinning,

         Julius Gaudio,

         Lou Salkind,

         Stuart Steckler, and

         Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself and as
the managing member of D. E. Shaw & Co., L.L.C., which in turn may be acting for
itself or as the managing member of other companies) all documents,
certificates, instruments, statement, other filings and amendments to the
forgoing (collectively, "documents") determined by such person to be necessary
or appropriate to comply with ownership or control-person reporting requirements
imposed by any United States or non-United States governmental or regulatory
authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required
to be filed with the Securities and Exchange Commission; and delivering,
furnishing or filing any such documents with the appropriate governmental or
regulatory authority. Any such determination shall be conclusively evidenced by
such person's execution and delivery, furnishing or filing of the applicable
document.

This power of attorney shall be valid from the date hereof and replaces the
power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth
below.

Date:  February 24, 2004

DAVID E. SHAW, as President of
D. E. Shaw & Co. II, Inc.
/s/David E. Shaw
New York, New York