Exhibit 24



                                  POWER OF ATTORNEY

                           COLUMBUS SOUTHERN POWER COMPANY
                 Annual Report on Form lO-K for the Fiscal Year Ended
                                   December 31, 1994                 


               The undersigned directors of COLUMBUS SOUTHERN POWER
          COMPANY, an Ohio corporation (the "Company"), do hereby consti-
          tute and appoint E. LINN DRAPER, JR., G. P. MALONEY and P. J.
          DeMARIA, 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 lO-K,
          pursuant to Section 13 of the Securities Exchange Act of 1934,
          for the fiscal year ended December 31, 1994, 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 22nd day of February, 1995.



          /s/ P. J. DeMaria                  /s/ Wm. J. Lhota
          P. J. DeMaria                      Wm. J. Lhota


          /s/ E. Linn Draper, Jr.            /s/ G. P. Maloney
          E. Linn Draper, Jr.                G. P. Maloney


          /s/ Carl A. Erikson                /s/ James J. Markowsky
          Carl A. Erikson                    James J. Markowsky


          /s/ Henry W. Fayne
          Henry W. Fayne


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