Exhibit 24.2

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  hereby  constitutes and
appoints M. Pierre Bilger, M. Francois Newey and M. Andrew P. Hibbert,  and each
of them, as his true and lawful  attorney-in-fact  and agent, with full power of
substitution and  resubstitution,  to execute for him and in his name, place and
stead, in any and all capacities,  this Registration  Statement on Form S-8 with
respect  to the  ALSTOM  Stock  Option  Plan  January  8,  2002  and any and all
amendments (including post-effective amendments) to such Registration Statement,
and to file the same,  with all  exhibits  thereto  and any other  documents  in
connection  therewith,  with the Securities and Exchange  Commission.  Each such
attorney  and his  substitutes  shall  have and may  exercise  all powers to act
hereunder.  The  undersigned  does  hereby  ratify  and  confirm  all that  said
attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS  WHEREOF,  each of the  undersigned  has signed his name hereto as of
this 8th day of January, 2002.




/S/ PIERRE BILGER                            /S/ JIM CRONIN
-----------------------------------          -----------------------------------
Pierre Bilger                                Jim Cronin



/S/ FRANCOIS NEWEY                           /S/ DR. KLAUS ESSER
-----------------------------------          -----------------------------------
Francois Newey                               Dr. Klaus Esser



/S/ JAMES MILNER                             /S/ JEAN-PIERRE HALBRON
-----------------------------------          -----------------------------------
James Milner                                 Jean-Pierre Halbron



/S/ SIR WILLIAM PURVES                       /S/ PATRICK KRON
-----------------------------------          -----------------------------------
Sir William Purves                           Patrick Kron



/S/ JEAN-PAUL BECHAT                         /S/ LORD SIMPSON
-----------------------------------          -----------------------------------
Jean-Paul Bechat                             Lord Simpson



/S/ CANDACE BEINECKE
-----------------------------------
Candace Beinecke

<PAGE>

                                                                    Exhibit 24.2

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  hereby  constitutes and
appoints M. Pierre Bilger, M. Francois Newey and M. Andrew P. Hibbert,  and each
of them, as his true and lawful  attorney-in-fact  and agent, with full power of
substitution and  resubstitution,  to execute for him and in his name, place and
stead, in any and all capacities,  this Registration  Statement on Form S-8 with
respect  to the  ALSTOM  Stock  Option  Plan  January  8,  2002  and any and all
amendments (including post-effective amendments) to such Registration Statement,
and to file the same,  with all  exhibits  thereto  and any other  documents  in
connection  therewith,  with the Securities and Exchange  Commission.  Each such
attorney  and his  substitutes  shall  have and may  exercise  all powers to act
hereunder.  The  undersigned  does  hereby  ratify  and  confirm  all that  said
attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS  WHEREOF,  the undersigned has signed his name hereto as of this 31st
day of May, 2002.




                                             /S/ ANTHONY D'IORIO
                                             -----------------------------------
                                             Anthony D'Iorio