Exhibit 24

                               POWER OF ATTORNEY

                            KENTUCKY POWER COMPANY
             Annual Report on Form 10-K for the Fiscal Year Ended
                               December 31, 1999


The undersigned directors of KENTUCKY POWER COMPANY, a Kentucky corporation (the
"Company"),  do hereby  constitute and appoint E. LINN DRAPER,  JR.,  ARMANDO A.
PENA and HENRY W. FAYNE, and each of them, their  attorneys-in-fact  and agents,
to execute for them, and in their names, and in any and all of their capacities,
the Annual  Report of the  Company on Form 10-K,  pursuant  to Section 13 of the
Securities  Exchange Act of 1934,  for the fiscal year ended  December 31, 1999,
and any and all  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  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform every act and thing required
or necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in  person,  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  WHEREOF,  the undersigned  have signed these presents this 2nd
day of March, 2000.


      /s/ E. Linn Draper, Jr.             /s/ Armando A. Pena
E. Linn Draper, Jr.                       Armando A. Pena


      /s/ Henry W. Fayne                        /s/ J. H. Vipperman
Henry W. Fayne                            J. H. Vipperman


      /s/ Wm. J. Lhota
Wm. J. Lhota