<PAGE>

                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY

WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 20th day
of February, 2003.



                             /s/ Vincent A. Calarco

                                 Vincent A. Calarco


<PAGE>


                                POWER OF ATTORNEY

WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 20th day
of February, 2003.



                            /s/ George Campbell, Jr.

                                George Campbell, Jr.



<PAGE>


                                POWER OF ATTORNEY

WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 18th day
of February, 2003.



                            /s/ Gordon J. Davis

                                Gordon J. Davis



<PAGE>



                                POWER OF ATTORNEY

WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 20th day
of February, 2003.



                            /s/ Michael J. Del Giudice

                                Michael J. Del Giudice



<PAGE>


                                POWER OF ATTORNEY

WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 24th day
of February, 2003.



                            /s/ Joan S. Freilich

                                Joan S. Freilich



<PAGE>

                                POWER OF ATTORNEY

WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 21st day
of February, 2003.



                            /s/ Ellen V. Futter

                                Ellen V. Futter



<PAGE>


                                POWER OF ATTORNEY

WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 19th day
of February, 2003.



                            /s/ Sally Hernandez-Pinero

                                Sally Hernandez-Pinero



<PAGE>

                                POWER OF ATTORNEY

WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 18th day
of February, 2003.



                            /s/ Peter W. Likins

                                Peter W. Likins



<PAGE>

                                POWER OF ATTORNEY

WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 24th day
of February, 2003.



                            /s/ Eugene R. McGrath

                                Eugene R. McGrath



<PAGE>

                                POWER OF ATTORNEY

WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 20th day
of February, 2003.



                            /s/ Frederic V. Salerno

                                Frederic V. Salerno



<PAGE>


                                POWER OF ATTORNEY

WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 18th day
of February, 2003.



                            /s/ Richard A. Voell

                                Richard A. Voell



<PAGE>

                                POWER OF ATTORNEY

WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 24th day
of February, 2003.



                            /s/ Stephen R. Volk

                                Stephen R. Volk



<PAGE>

                                POWER OF ATTORNEY

WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 24th day
of February, 2003.



                            /s/ Edward J. Rasmussen

                                Edward J. Rasmussen



<PAGE>

                                POWER OF ATTORNEY

WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 21st day
of February, 2003.



                            /s/ George Strayton

                                George Strayton



<PAGE>

                                POWER OF ATTORNEY


WHEREAS Consolidated Edison ("Con Edison"), Consolidated Edison Company of New
York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc.
("O&R") each intends to file with the Securities and Exchange Commission, under
the Securities Exchange Act of 1934, as amended (the "Act"), its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") with
any and all exhibits and other documents having relation thereto, as prescribed
by the Securities and Exchange Commission pursuant to the Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

NOW, THEREFORE,

KNOW ALL BY THESE PRESENTS that the undersigned, in his or her capacity as a
director and/or officer, as the case may be, of one or more of Con Edison, Con
Edison of New York and O&R, as the case may be, does hereby constitute and
appoint Joan S. Freilich, Edward J. Rasmussen and Peter A. Irwin, and each of
them severally, his or her true and lawful attorneys-in-fact, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, the Form 10-K
for the company or companies as to which the undersigned serves in such
capacity, and any and all amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed the same
with the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned might or could do in person, the undersigned hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 27th day
of February, 2003.



                                                     /s/ John D. McMahon

                                                         John D. McMahon