EXHIBIT 24.2

                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints  Paul R. Shlanta his or her true and
lawful attorney-in-fact  and agent, with full power of substitution,  for him or
her and in his or her name, place and stead, in any and all capacities, to sign
the Registration Statement on Form S-3 of AGL Capital Corporation related to the
registration of debt securities with the Securities and Exchange Commission, and
any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite or necessary to be done, as fully for all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     This 29th day of December, 2000.



/s/ Robert W. Grier
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Robert W. Grier


/s/ Gwen M. Martini
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Gwen M. Martini