EXHIBIT 24



                                POWER OF ATTORNEY



         The undersigned hereby constitutes and appoints Darrell L. Reed and
William J. Frost, and each of them, with full power of substitution, the
undersigned's true and lawful attorneys and agents to execute in his name and on
his behalf, in any and all capabilities, the Annual Report on Form 10-K of EDO
Corporation (the "Company"), a New York corporation, for the fiscal year ended
December 31, 2001, and any and all other instruments which such attorneys and
agents, or either of them, deem necessary or advisable to enable the Company to
comply with the annual reporting requirements of the Securities Exchange Act of
1934, as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission; and the undersigned hereby ratifies and confirms as his
own act and deed all that such attorneys and agents, and each of them, shall do
or cause to be done by virtue hereof. Either of such attorneys and agents shall
have, and may exercise, all of the powers hereby conferred.

     IN WITNESS WHEREOF, the undersigned has subscribed his signature this
_______ day of March, 2002