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,
Daniel L. Schiffer and Robert Kaslik, 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,
1999, including all amendments.

IN WITNESS WHEREOF, I have executed this Power of Attorney this
23rd day of February, 2000.

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



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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, Daniel L. Schiffer and
Robert Kaslik, 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,
1999, including all amendments.

IN WITNESS WHEREOF, I have executed this Power of Attorney this
23rd day of February, 2000.

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



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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,
Daniel L. Schiffer and Robert Kaslik, 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,
1999, including all amendments.

IN WITNESS WHEREOF, I have executed this Power of Attorney this
23rd day of February, 2000.

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



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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 Robert Kaslik, 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,
1999, including all amendments.

IN WITNESS WHEREOF, I have executed this Power of Attorney this
23rd day of February, 2000.

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



---



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
Daniel L. Schiffer, 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,
1999, including all amendments.

IN WITNESS WHEREOF, I have executed this Power of Attorney this
23rd day of February, 2000.

| |  |                  
| |  | -----------------
| |  | /s/ Robert Kaslik
| |  |                  
| |  | Robert Kaslik