Exhibit 24
                        POWER OF ATTORNEY

                     KENTUCKY POWER COMPANY
      Annual Report on Form lO-K for the Fiscal Year Ended
                        December 31, 1997                 

     The undersigned directors of KENTUCKY POWER COMPANY, a
Kentucky corporation (the "Company"), do hereby constitute 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 Sec-
tion 13 of the Securities Exchange Act of 1934, for the fiscal
year ended December 31, 1997, and any and all amendments thereto,
and to file the same, with all exhibits thereto and other docu-
ments 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 28th day of January, 1998.


/s/ P. J. DeMaria                  /s/ G. P. Maloney             
P. J. DeMaria                      G. P. Maloney


/s/ E. Linn Draper, Jr.            /s/ James J. Markowsky        
E. Linn Draper, Jr.                James J. Markowsky


/s/ Wm. J. Lhota                   /s/ J. H. Vipperman           
Wm. J. Lhota                       J. H. Vipperman