Exhibit 24



                                  POWER OF ATTORNEY

                                AEP GENERATING COMPANY
                 Annual Report on Form lO-K for the Fiscal Year Ended
                                   December 31, 1994                 


               The undersigned directors of AEP GENERATING COMPANY, an Ohio
          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 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 Commis-
          sion, 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/ Henry W. Fayne                 /s/ James J. Markowsky
          Henry W. Fayne                     James J. Markowsky


          /s/ John R. Jones
          John R. Jones

          /PAGE