EXHIBIT 24.04

                           AMBAC FINANCIAL GROUP, INC.

                                Power of Attorney
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               KNOW ALL MEN BY THESE PRESENTS that the undersigned director of
          Ambac Financial Group, Inc., a Delaware corporation, hereby
          constitutes and appoints each of Frank J. Bivona and Anne G. Gill, as
          her true and lawful attorney-in-fact and agent, with full power of
          substitution, for her and in her name, place and stead, in any and all
          capacities, to sign the Annual Report on Form 10-K for the year ended
          December 31, 2001, to be filed with the Securities and Exchange
          Commission and the New York Stock Exchange, and any and all amendments
          thereto, and any and all instruments and documents filed as a part of
          or in connection with the said Form 10-K or amendments thereto, and
          does hereby grant unto each said attorney-in-fact and agent full power
          and authority to do and perform each and every act and thing requisite
          and necessary to be done in and about the premises, as fully to all
          intents and purposes as he or she might or could do in person, hereby
          ratifying and confirming all that each said attorney-in-fact and agent
          shall do or cause to be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has subscribed these presents
          as of this 26/th/ day of March, 2002.


                                                         /s/ Jill M. Considine
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                                                         Jill M. Considine