Exhibit 24



                        POWER OF ATTORNEY

                     AEP GENERATING COMPANY
      ANNUAL REPORT ON FORM 1O-K FOR THE FISCAL YEAR ENDED
      __________________DECEMBER_31,_1995_________________


     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, 1995, 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 28th day of February, 1996.



_/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




[ANNUAL\103.96C]