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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant /X/

Filed by a party other than the registrant / /

Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

CHEMPOWER, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MARK MILHOAN
(NAME OF PERSON(S) FILING PROXY STATEMENT)

Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

--------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

--------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
---------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:
---------------------------------------------
(2) Form, schedule or registration statement no.:
-----------------------
(3) Filing party:
-------------------------------------------------------
(4) Date filed:
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2
[Chempower logo]

807 East Turkeyfoot Lake Road
Akron, Ohio 44319

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

Notice is hereby given that the Annual Meeting of Shareholders of
Chempower, Inc. will be held at the Holiday Inn, I-77 and Arlington Road, Akron,
Ohio 44312, at 2:00 P.M., local time, on Thursday, May 4, 1995, for the
following purposes:

(1) The election of five (5) Directors;

(2) The ratification of the appointment by the Board of Directors of
independent accountants for the fiscal year ending December 31, 1995;
and

(3) The transaction of any other business which properly may come before
the meeting and all adjournments thereof.

The Board of Directors has fixed March 22, 1995 as the record date for
determination of the shareholders entitled to notice of and to vote at the
Annual Meeting.

Information relating to the matters to be considered at the Annual Meeting
is set out in the accompanying Proxy Statement.

By Order of the Board of Directors,
ERNEST M. ROCHESTER
Secretary

Akron, Ohio
April 6, 1995

PLEASE SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU
EXPECT TO ATTEND THE ANNUAL MEETING.
3
[Chempower logo]

807 East Turkeyfoot Lake Road
Akron, Ohio 44319
------------------------------------

PROXY STATEMENT

April 6, 1995

The accompanying proxy is solicited by the Board of Directors of Chempower,
Inc. (the "Company"), an Ohio corporation, for use at the Annual Meeting of
Shareholders of the Company (the "Annual Meeting") to be held at the Holiday Inn
at I-77 and Arlington Road, Akron, Ohio 44312, at 2:00 P.M., local time, on
Thursday, May 4, 1995. Only holders of record of the Company's common stock, par
value $.10 per share (the "Shares"), on March 22, 1995 will be entitled to
notice of and to vote at the Annual Meeting. At the close of business on that
date, the Company had 7,221,563 Shares outstanding. Each such share is entitled
to one vote on all matters properly coming before the Annual Meeting. There is
no cumulative voting in accordance with the Company's Articles of Incorporation.

This Proxy Statement and the accompanying form of proxy were first mailed
to shareholders on April 6, 1995.

Any person signing a proxy in the form accompanying this Proxy Statement
has the power to revoke such proxy prior to or at the Annual Meeting. A proxy
may be revoked by a writing delivered to the Secretary of the Company prior to
the Annual Meeting stating that the proxy is revoked, by a subsequent proxy, or
by attendance at the Annual Meeting and voting in person.

The expense of soliciting proxies, including the cost of preparing,
assembling and mailing the Notice, Proxy Statement and proxy, will be borne by
the Company. In addition to solicitation of proxies by mail, solicitation may be
made personally, by telephone or telegraph, and the Company may pay persons
holding shares for others their expenses for sending proxy material to their
principals. No solicitation will be made other than by Directors, officers and
employees of the Company.

ELECTION OF DIRECTORS

The authorized number of Directors of the Company is presently fixed at
five. At the Annual Meeting, all five Directors are to be elected to serve for
one-year terms and until their successors shall be elected and qualified.

The five nominees for Directors are Messrs. Toomas J. Kukk, Ernest M.
Rochester, Edward G. Kemp, Norman E. Jackson and Robert E. Rohr. All nominees,
except Robert E. Rohr, are presently serving as Directors of the Company. Unless
a shareholder requests that voting of the proxy be withheld for any one or more
of the nominees for Director, it is intended that shares represented by proxies
will be voted for the election of the five nominees.

All nominees have consented to being named in this Proxy Statement and to
serve as a Director if elected. Should any nominee subsequently be unable or
unwilling to serve as a Director, an event which the Board of Directors does not
expect, then the proxies may be voted for such substitute nominee as may be
named by the Board of Directors.

1
4

NOMINEES TO BE ELECTED AS DIRECTORS

The following information concerning each nominee is based in part on
information received from the respective nominees and in part on the Company's
records:

NAME AND YEAR INFORMATION
ELECTED ABOUT THE
A DIRECTOR NOMINEES
- - -------------------------------- -------------------------------------------------------

Toomas J. Kukk (a)(b)(c) Mr. Kukk, age 54, has been Chairman, President and
1985 Chief Executive Officer of the Company since its
organization in August, 1985.

Ernest M. Rochester (a)(c)(d) Mr. Rochester, age 70, has been Secretary and Vice
1988 Chairman of the Company since March, 1989. Mr. Roch-
ester has been a businessman active in private invest-
ments and the sole proprietor of Parklynn Associates,
North Canton, Ohio, a construction consulting firm,
since January, 1984.

Edward G. Kemp (a)(c) Mr. Kemp, age 53, has been a partner in the law firm of
1988 Roetzel & Andress, Akron, Ohio, since May, 1972.

Norman E. Jackson (b)(d) Mr. Jackson, age 67, has been the Chairman of Asset
1993 Sales Associates, Inc., Canton, Ohio, an equipment
sales company, since September, 1981. Mr. Jackson was
Chairman of Galt Alloy, Inc. from 1982 to 1992 and
Chairman of Controlled Power Corporation from 1964 to
1989.

Robert E. Rohr Mr. Rohr, age 39, has been Vice President - Finance and
Treasurer of the Company since January 1989. Mr. Rohr
was Controller of the Company from 1987 to 1989.
<FN>
- - ---------------

(a) Member of the Compensation Committee

(b) Member of the Audit Committee

(d) Member of the Acquisition/Development Committee

2
5

INFORMATION ON BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors of the Company held three meetings during the fiscal
year ended December 31, 1994. All incumbent Directors attended at least 75% of
the aggregate of the total number of meetings of the Board of Directors, and the
total number of meetings held by committees of the Board on which they served.

The Board of Directors has established four committees to assist in the
discharge of its responsibilities -- the Audit Committee, the Compensation
Committee, the Stock Plan Committee and the Acquisition/Development Committee.
The committees and the memberships of each of the committees are identified in
the foregoing information relating to the election of the Directors. The general
function of each committee and the number of meetings held by each committee
during the last fiscal year are set forth below.

The Audit Committee reviews the scope and results of the annual audit of
the financial statements and the recommendations of the auditors pertaining to
accounting practices, policies and procedures, and the system of internal
controls followed by the Company. The Audit Committee also recommends to the
Board of Directors the firm of independent public accountants to be selected as
auditors of the Company and reviews all related party transactions on an ongoing
basis. The Audit Committee held two meetings during the last fiscal year.

The Compensation Committee reviews and makes recommendations to the Board
of Directors concerning compensation policies, salaries and other forms of
compensation for management and certain other employees of the Company. The
Compensation Committee held one meeting during the last fiscal year.

The Stock Plan Committee reviews and makes recommendations to the Board of
Directors concerning the granting of stock options to certain key employees and
is responsible for administering the Company Employee Stock Ownership Plan. The
Stock Plan Committee did not hold any meetings during the last fiscal year.

The Acquisition/Development Committee reviews and makes recommendations to
the Board of Directors concerning potential acquisitions, the consideration to
be exchanged for acquisitions and any and all other matters relating to the
acquisition of businesses. The Acquisition/Development Committee held one
meeting during the last fiscal year.

Directors who are not employees of the Company received $1,000 for each
Board meeting attended and $500 for each committee meeting attended. All
directors are offered reimbursement for travel expenses, if any, incurred in
connection with Board and committee meetings attended.

TRANSACTIONS AND OTHER ARRANGEMENTS WITH MANAGEMENT

The Company leases certain real estate which is owned by Holiday
Properties, an Ohio general partnership, the partners of which are Toomas J.
Kukk and Ernest M. Rochester. Such leased real estate includes 807 East
Turkeyfoot Lake Road in Akron, Ohio, the Company's principal office; 3600
Cardiff Avenue in Cincinnati, Ohio, an office, warehouse and storage facility;
and 6050 West Virginia State Route 34 in Winfield, West Virginia, an office,
warehouse and storage facility. The Company made aggregate annual payments under
these leases of $299,000, in 1994. The Company believes that the terms of these
leases are no less favorable than those which could have been negotiated in
arms-length transactions and all rental payments made by the Company are equal
to market rates.

3
6

COMMON STOCK OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT

The following table sets forth the beneficial ownership of the Company's
shares of common stock as of March 22, 1995 by: (i) each person or group known
by the Company to own beneficially more than 5% of its outstanding shares of
common stock, (ii) each Director and nominee for election as a Director of the
Company, (iii) each executive officer named in the following Executive
Compensation tables and (iv) all Directors and executive officers as a group.
All information with respect to beneficial ownership has been furnished by the
respective Director, officer or shareholder, as the case may be.

NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP(1) OF CLASS
- - ----------------------------------- -------------------------- --------

Toomas J. Kukk 2,079,213(2)(3) 27.3%
807 E. Turkeyfoot Lake Rd.
Akron, Ohio 44319

Mark L. Rochester (6) 2,066,064 27.1%
3511 Greensburg Rd.
North Canton, Ohio 44720

FMR Corp. (7) 727,700 9.6%
82 Devonshire Street
Boston, Massachusetts 02109

Linder Fund, Inc. (7) 612,500 8.0%
7711 Carondelet Ave.
St. Louis, Missouri 63105

Robert E. Rohr 148,670(3) 2.0%

Ernest M. Rochester 35,000(3)(4) *

Norman E. Jackson 20,000 *

Edward G. Kemp 7,500(3) *

Walter M. Vannoy 5,000 *

All Directors and Executive 2,598,757(5) 34.1%
Officers as a Group (9 persons)

<FN>
- - ---------------

* Less than 1%.

(1) All shares are held with sole voting and sole investment power.
(2) Excludes 21,850 shares held by Mr. Kukk's immediate family, as to which he
disclaims beneficial ownership.
(3) Ownership totals for Messrs. Kukk, Rohr, Rochester and Kemp include 35,000,
147,000, 35,000 and 7,500 exercisable options, respectively.
(4) Excludes 10,000 shares held by Mr. Rochester's spouse, and 2,066,064 held by
his son, Mark Rochester, as to which he disclaims beneficial ownership.
(5) Includes 396,300 shares as to which three directors and four executive
officers hold currently exercisable options.
(6) Mr. Rochester is the son of Ernest M. Rochester, a director and executive
officer of the Company.
(7) This information was obtained by the Company from Schedules 13G as filed
with the Commission in January 1995 and February 1995.

4
7

EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER INFORMATION

The following table shows the annual and long-term compensation earned for
the fiscal years ended December 31, 1994, 1993 and 1992 of the chief executive
officer ("CEO") of the Company during 1994. No other executive officers earned
in excess of $100,000 for the year ended December 31, 1994.

SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
----------------------------------------------------- OPTIONS
NAME AND PRINCIPAL OTHER ANNUAL AWARDED ALL OTHER
POSITION YEAR SALARY(1) BONUS COMPENSATION(1) (#)(2) COMPENSATION
- - ------------------- ----- --------- -------- ---------------- ------------ ------------

Toomas J. Kukk, 1994 $ 135,000 $ -- -- -- $ --
Chairman, 1993 133,000 20,000 -- 32,000 --
President and 1992 108,000 20,000 -- 35,000 --
CEO

<FN>
- - ---------------

(1) The named executive officer received no personal benefits or perquisites in
excess of the lesser of $50,000 or 10% of his aggregate salary and bonus.

(2) Pursuant to the Company's 1991 Stock Option Plan, options awarded in 1992
and 1993, are exercisable on March 1, 1995 and 1996, respectively.

AGGREGATED OPTION EXERCISES IN 1994
AND DECEMBER 31, 1994 OPTION VALUE

NUMBER OF VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES DOLLAR DECEMBER 31, 1994 AT DECEMBER 31, 1994(1)
ACQUIRED ON VALUE ------------------------------- -------------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE(2) EXERCISABLE UNEXERCISABLE(2)
- - ------------------- ----------- --------- ---------- ---------------- ---------- ----------------

Toomas J. Kukk -- $ -- -- 67,000 $ -- $ 51,000

<FN>
- - ---------------

(1) The value of "In-the-Money" options is calculated on a per share basis as
the amount, by which the fair market value of the underlying Share
represented by an option exceeds, as of December 31, 1994, the per share
exercise price of the option.

(2) In general, an optionee's rights under an unexercisable option shall cease
upon termination of employment.

5
8

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON
EXECUTIVE COMPENSATION

The following report of the Compensation Committee describes the
philosophy, objectives and components of the Company's executive compensation
programs for 1994 and discusses the determinations concerning the compensation
for the President and Chief Executive Officer of the Company for 1994.

The Company has established an executive compensation program which
properly recognizes each executive's contributions to operating performance
based upon the accomplishment of planned objectives and underscored by
profitability. The compensation of executive officers, including the Chief
Executive Officer ("CEO"), is a mix of base salary and awards, if any, under the
Company's Incentive Compensation Program and Stock Option Plan. Base salaries
for the Company's executive officers are lower than a level deemed by the
Committee to be competitive compared to compensation paid to executives of
similar companies. This is in recognition of the potential for additional
compensation through the award programs.

The Incentive Compensation Program is designed to enhance financial
performance, customer service and corporate efficiency through a
performance-based cash incentive award. Each year, the Committee evaluates the
overall performance of the Company and determines the maximum potential
incentive award for executives. Executives are evaluated on the basis of
performance against a combination of corporate and individual goals. With
respect to the CEO's incentive compensation, the Committee meets in the absence
of the CEO to evaluate his performance. The Committee may grant an income award
to the CEO when the Company meets targeted level of net income and for other
factors which result in the long-term strengthening of the Company.
Specifically, this performance was considered by the Committee and reflected in
the incentive compensation of the CEO. The Committee reports on all executive
evaluations to the other outside members of the Board.

The stock option grants are proposed by the CEO for the Company's key
employees (other than himself) and are subject to approval by the Committee. The
Committee establishes a stock option grant for the CEO. The purpose of the stock
option plan is to attract and retain capable executive officers and other key
employees and to provide an inducement for them to promote the best, long term
interests of the Company and its shareholders. Stock options are granted at the
prevailing market value and will only have value if the Company's stock price
increases. The number of options granted to each participant is determined by
his or her performance and opportunity for contribution to the overall
profitability of the Company.

In conclusion, the Committee believes that the compensation policies and
practices of the Company herein described are fair and equitable and are in
keeping with the best interests of the Company, its employees and shareholders.

Submitted March 7, 1995 and signed by the members of the Compensation
Committee:

T. J. Kukk, Chairman
Ernest M. Rochester
Edward G. Kemp

6
9

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Board of Directors consists of T. J.
Kukk, Ernest M. Rochester and Edward G. Kemp. Mr. Kukk is President, Chief
Executive Officer, Chairman of the Board and a major shareholder of the Company.
Mr. Rochester is Secretary and Vice Chairman of the Board of the Company. Mr.
Kemp is an independent director of the Company, and is neither an officer of the
Company nor affiliated with any principal shareholder of the Company. In
addition, see "Transactions And Other Arrangements With Management".

None of the executive officers of the Company has served on the Board of
Directors or on the compensation committee of any other entity, any of whose
officers served either on the Board of Directors or on the Compensation
Committee of the Company.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and any persons who own more than ten percent
of the Company's Common Stock, to file with the Securities and Exchange
Commission and NASDAQ reports of ownership and changes in ownership of Common
Stock. Such persons are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company or written representations that no other
reports were required, during the year ended December 31, 1994, all such Section
16(a) filing requirements were complied with except that a Form 4 report,
regarding the sale of 2,000 shares of the Company's common stock was filed late
by Mr. Edward G. Kemp, a Director.

7
10

PERFORMANCE GRAPH

Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return for the Company's common stock with the
similar returns for The Nasdaq Stock Market (U.S. Companies) ("Nasdaq-U.S.") and
a peer group consisting of Eastern Environmental Services, Kimmins Environmental
Service, NSC Corp. and PDG Environmental Inc. ("Peer Group") selected by the
Company, for the period from December 31, 1989, to December 31, 1994. The Nasdaq
Stock Market-U.S. has been selected as the required broad equity market index.
The graph assumes that the value of the investment in the Company's common stock
and each index was $100 on December 31, 1989 and that all dividends, if any,
were reinvested when paid.

COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG CHEMPOWER, INC., NASDAQ-U.S. AND PEER GROUP
(DECEMBER 31, 1989 TO DECEMBER 31, 1994)

MEASUREMENT PERIOD CHEMPOWER,
(FISCAL YEAR COVERED) INC. NASDAQ-U.S. PEER GROUP
- - --------------------- ---------- ----------- ----------

12-31-89 100 100 100
12-31-90 17 85 52
12-31-91 22 136 50
12-31-92 20 159 39
12-31-93 20 181 32
12-31-94 22 177 23

The preceding sections entitled "Report of the Compensation Committee of
the Board of Directors on Executive Compensation" and "Performance Graph" do not
constitute soliciting material for purposes of Rule 14a-9 of the Securities and
Exchange Commission, will not be deemed to have been filed with the Commission
for purposes of Section 18 of the Securities Exchange Act of 1934, and are not
to be incorporated by reference into any other filing made by the Company with
the Commission.

8
11

INDEPENDENT AUDITORS

Upon the recommendation of its Audit Committee, the Board of Directors of
the Company has selected McGladrey & Pullen as independent auditors to examine
and audit the financial statements of the Company for the fiscal year ending
December 31, 1995. McGladrey & Pullen were the independent auditors of the
Company for the fiscal year ended December 31, 1994. A representative of
McGladrey & Pullen will be present at the Annual Meeting to make a statement if
they so desire and to respond to appropriate questions.

SHAREHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING

Proposals by shareholders for inclusion in the 1996 Annual Meeting Proxy
Statement must be received by the Company's Secretary at its executive offices,
807 East Turkeyfoot Lake Road, Akron, Ohio 44319, no later than November 30,
1995. All such proposals are subject to the applicable rules and requirements of
the Securities and Exchange Commission.

GENERAL

The Board of Directors does not intend to bring any other business before
the meeting and knows of no other matters to be brought before the meeting.
However, as to any other business that properly may be brought before the
meeting, it is intended that proxies, in the form enclosed, will be voted in
accordance with the judgment of the persons voting such proxies.

EXPENSE OF SOLICITATION

The cost of solicitation of proxies in the accompanying form will be paid
by the Company. In addition to solicitation by use of the mails, certain
officers and regular employees of the Company may solicit the return of proxies
by telephone, telegram or personal interview.

You are urged to sign and return your proxy promptly in order to make
certain your shares will be voted at the Annual Meeting. For your convenience, a
return envelope is enclosed requiring no additional postage if mailed in the
United States.

By Order of the Board of Directors,
ERNEST M. ROCHESTER
Secretary

9
12

CHEMPOWER, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS

MAY 4, 1995

The undersigned hereby appoints Mark A. Milhoan and Scott R. Lowrie
and each of them, proxies to represent the undersigned with full power of
substitution, at the Annual Meeting of Shareholders of Chempower, Inc. to
be held on Thursday, May 4, 1995, at 2:00 P.M. at the Holiday Inn, I-77
and Arlington Road, Akron, Ohio 44312 and at any and all adjournments
thereof:

1. ELECTION OF DIRECTORS

/ / FOR all nominees listed below except (as marked to the contrary
below).

/ / WITHHOLD AUTHORITY to vote for all nominees listed below.

Toomas J. Kukk Ernest M. Rochester Edward G. Kemp

Norman E. Jackson Robert E. Rohr

2. PROPOSAL TO RATIFY THE SELECTION OF McGLADREY & PULLEN AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
1995.

/ / FOR / / AGAINST / / ABSTAIN

3. In their discretion the Proxies are authorized to vote upon such other
business that may properly come before the meeting.

(Continued, and to be signed, on the other side)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER, UNLESS OTHERWISE SPECIFIED, THE
SHARES WILL BE VOTED FOR PROPOSALS 1, AND 2.

Dated: , 1995
--------------------

--------------------------------

--------------------------------
Signatures of Shareholder(s)

NOTE: Signature should agree
with name on stock certificate
as printed hereon. Executors,
administrators, trustees and
other fiduciaries should so
indicate when signing.

/ / I PLAN TO ATTEND THE MEETING IN AKRON, OHIO
AT 2:00 P.M. ON MAY 4, 1995.

PLEASE DATE, SIGN AND RETURN THIS PROXY. THANK YOU.