<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each undersigned director and/or
officer of EntreMed, Inc. a corporation organized under the laws of the state
of Delaware (the "Corporation"), hereby constitutes and appoints John W.
Holaday, Robert B. Ott and Richard E. Baltz and each of them (with full power
to each of them to act alone), his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her on
his or her behalf and in his or her name, place and stead, in any and all
capacities, to sign, execute and affix his or her seal to and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 or any other appropriate form
and all amendments or supplements (including post-effective amendments) thereto
with all exhibits and any and all documents required to be filed therewith or
with respect thereto, relating to the registration of shares of common stock,
par value $0.01 per share, of the Corporation (the "Common Stock") issuable
pursuant to the Corporation's 1999 Long Term Incentive Plan, and grants to each
of them full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully and to all intents and purposes as he himself or
she herself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned director and/or officer has hereunto
set his or her hand and seal, as of the date specified.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John W. Holaday Chairman of the Board, President and July 11, 2000
------------------- Chief Executive Officer (Principal
John W. Holaday, Ph.D. Executive Officer)
/s/ R. Nelson Campbell Vice President and Chief Financial Officer July 11, 2000
---------------------- (Principal Financial and Accounting
R. Nelson Campbell Officer)
/s/ Peter S. Knight Director July 11, 2000
-------------------
Peter S. Knight
/s/ Donald S. Brooks Director July 11, 2000
--------------------
Donald S. Brooks
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
/s/ Jerry Finkelstein Director July 11, 2000
---------------------
Jerry Finkelstein
/s/ Lee F. Meier Director July 11, 2000
----------------
Lee F. Meier
/s/ Mark C. M. Randall Director July 11, 2000
----------------------
Mark C.M. Randall
/s/ Wendell M. Starke Director July 11, 2000
---------------------
Wendell M. Starke
</TABLE>
2
