<PAGE>   1





                                                                    EXHIBIT 24-1

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS
COMPANY, a Michigan corporation, does hereby constitute and appoint, Stephen E.
Ewing and David R. Nowakowski, and each of them, his true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute in his name and on his behalf and to file with the Securities
and Exchange Commission an Annual Report on Form 10-K for the year ended
December 31, 1996, including all amendments.

     IN WITNESS WHEREOF, I have executed this Power of Attorney this 26th day
of February, 1997.



                                                       /s/ Alfred R. Glancy III
                                                       -------------------------
                                                           Alfred R. Glancy III






<PAGE>   2






                                                                    EXHIBIT 24-1

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS
COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R.
Glancy III and David R. Nowakowski, and each of them, his true and lawful
attorneys and agents, each with full power and authority (acting alone and
without the other) to execute in his name and on his behalf and to file with
the Securities and Exchange Commission an Annual Report on Form 10-K for the
year ended December 31, 1996, including all amendments.

     IN WITNESS WHEREOF, I have executed this Power of Attorney this 26th day
of February, 1997.



                                                          /s/ Stephen E. Ewing
                                                       -------------------------
                                                              Stephen E. Ewing










<PAGE>   3






                                                                    EXHIBIT 24-1

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS
COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R.
Glancy III, Stephen E. Ewing and David R. Nowakowski, and each of them, his
true and lawful attorneys and agents, each with full power and authority
(acting alone and without the others) to execute in his name and on his behalf
and to file with the Securities and Exchange Commission an Annual Report on
Form 10-K for the year ended December 31, 1996, including all amendments.

     IN WITNESS WHEREOF, I have executed this Power of Attorney this 26th day
of February, 1997.



                                                       /s/ William K. McCrackin
                                                       -------------------------
                                                           William K. McCrackin




<PAGE>   4






                                                                    EXHIBIT 24-1

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS
COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R.
Glancy III and Stephen E. Ewing, and each of them, his true and lawful
attorneys and agents, each with full power and authority (acting alone and
without the other) to execute in his name and on his behalf and to file with
the Securities and Exchange Commission an Annual Report on Form 10-K for the
year ended December 31, 1996, including all amendments.

     IN WITNESS WHEREOF, I have executed this Power of Attorney this 26th day
of February, 1997.



                                                       /s/ David R. Nowakowski
                                                       -------------------------
                                                           David R. Nowakowski






<PAGE>   5






                                                                    EXHIBIT 24-1

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS
COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R.
Glancy III, Stephen E. Ewing and David R. Nowakowski, and each of them, his
true and lawful attorneys and agents, each with full power and authority
(acting alone and without the others) to execute in his name and on his behalf
and to file with the Securities and Exchange Commission an Annual Report on
Form 10-K for the year ended December 31, 1996, including all amendments.

     IN WITNESS WHEREOF, I have executed this Power of Attorney this 26th day
of February, 1997.



                                                           /s/ Carl J. Croskey
                                                       -------------------------
                                                               Carl J. Croskey
                                                         






<PAGE>   6






                                                                    EXHIBIT 24-1

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS
COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R.
Glancy III, Stephen E. Ewing and David R. Nowakowski, and each of them, his
true and lawful attorneys and agents, each with full power and authority
(acting alone and without the others) to execute in his name and on his behalf
and to file with the Securities and Exchange Commission an Annual Report on
Form 10-K for the year ended December 31, 1996, including all amendments.

     IN WITNESS WHEREOF, I have executed this Power of Attorney this 26th day
of February, 1997.



                                                         /s/ Howard L. Dow III
                                                       -------------------------
                                                             Howard L. Dow III





<PAGE>   7






                                                                    EXHIBIT 24-1

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS
COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R.
Glancy III, Stephen E. Ewing and David R. Nowakowski, and each of them, his
true and lawful attorneys and agents, each with full power and authority
(acting alone and without the others) to execute in his name and on his behalf
and to file with the Securities and Exchange Commission an Annual Report on
Form 10-K for the year ended December 31, 1996, including all amendments.

     IN WITNESS WHEREOF, I have executed this Power of Attorney this 26th day
of February, 1997.



                                                         /s/ Daniel L. Schiffer
                                                       -------------------------
                                                             Daniel L. Schiffer







<PAGE>   8





                                                                    EXHIBIT 24-1

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS
COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R.
Glancy III, Stephen E. Ewing and David R. Nowakowski, and each of them, his
true and lawful attorneys and agents, each with full power and authority
(acting alone and without the others) to execute in his name and on his behalf
and to file with the Securities and Exchange Commission an Annual Report on
Form 10-K for the year ended December 31, 1996, including all amendments.

     IN WITNESS WHEREOF, I have executed this Power of Attorney this 26th day
of February, 1997.



                                                          /s/ John E. vonRosen
                                                       -------------------------
                                                              John E. vonRosen