Exhibit 24

                         Annual Reports on Form 10-K of
                   Financial Security Assurance Holdings Ltd.

                                POWER-OF-ATTORNEY

The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.

Dated: August 12, 1999                  /s/  Terry Baxter
                                        ----------------------------------------
                                        Terry Baxter