P O T O M A C  E L E C T R I C  P O W E R  C O M P A N Y


                                POWER OF ATTORNEY



      KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of POTOMAC ELECTRIC POWER COMPANY (the "Company") hereby constitute
and appoint Edward F. Mitchell, William T. Torgerson, Dennis R. Wraase,
Anthony J. Kamerick, Peyton G. Middleton, Jr. and Ellen Sheriff Rogers, and
each of them, their true and lawful attorneys and agents with full power and
authority, in their names and on their behalf, or otherwise, to do any and all
acts and things and to execute any and all instruments which said attorneys
and agents, or any of them, may deem necessary or advisable to enable Potomac
Electric Power Company to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with a Registration
Statement on Form S-3 to be filed under the Act for the registration of
$200,000,000 aggregate principal amount of First Mortgage Bonds and/or
Medium-Term Notes of the Company (the "Securities"), and a Registration
Statement for the registration of up to an additional 20% of aggregate
principal amount of securities filed in accordance with Rule 462(b) under the
Act, including specifically, but without limiting the generality of the
foregoing, power and authority to sign the names of the undersigned directors
and officers in the respective capacities indicated below, to any and all
amendments to said Registration Statements and to any instruments or documents
filed as a part of or in connection with said Registration Statements or
amendments thereto; and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any of them, shall do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, each of the undersigned has subscribed, or caused to
be subscribed, these presents this 5th day of August, 1997.


                                               Signature



                                  /S/ EDWARD F. MITCHELL
Principal Executive Officers:         EDWARD F. MITCHELL
                                      Chairman of the Board and
                                        Chief Executive Officer 


                                  /S/ JOHN M. DERRICK, JR.
                                      JOHN M. DERRICK, JR.
                                      President and Director



Principal Financial Officer:      /S/ DENNIS R. WRAASE  
Principal Accounting Officer:         DENNIS R. WRAASE
                                      Senior Vice President and
                                       Chief Financial Officer          (over)




                                      /S/ ROGER R. BLUNT, SR.
Director                                  ___________________________________
                                          ROGER R. BLUNT, SR.



                                      /S/ A. JAMES CLARK
Director                                  ___________________________________
                                          A. JAMES CLARK



                                      /S/ H. LOWELL DAVIS
Director                                  ___________________________________
                                          H. LOWELL DAVIS


                                      /S/ RICHARD E. MARRIOTT
Director                                  ___________________________________
                                          RICHARD E. MARRIOTT



                                      /S/ DAVID O. MAXWELL
Director                                  ___________________________________
                                          DAVID O. MAXWELL



                                      /S/ FLORETTA D. MCKENZIE
Director                                  ___________________________________
                                          FLORETTA D. McKENZIE



                                      /S/ ANN D. MCLAUGHLIN
Director                                  ___________________________________
                                          ANN D. McLAUGHLIN



                                      /S/ PETER F. O'MALLEY
Director                                  ___________________________________
                                          PETER F. O'MALLEY



                                      /S/ LOUIS A. SIMPSON
Director                                  ___________________________________
                                          LOUIS A. SIMPSON



                                      /S/ A. THOMAS YOUNG
Director                                  ___________________________________
                                          A. THOMAS YOUNG