Exhibit 64
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                                  Letterhead of
                     VEBA Zweite Verwaltungsgesellschaft mbH
                                  E.ON Platz 1
                               D-40479 Duesseldorf
                              Tel. +49-211/4579-240


                                POWER OF ATTORNEY

         The Undersigned, VEBA Zweite Verwaltungsgesellschaft mbH, hereby
authorizes each of Rolf Pohlig, Ulrich Hueppe, Frank Fischer, Judith Witte,
Joseph Supp and Paul Brandimarte (each an "Attorney" and collectively the
"Attorneys") individually and separately to act on behalf of the Undersigned as
its designated agent, attorney-in-fact and proxy in connection with (i) the
execution and delivery of any and all agreements and documents, and (ii) the
carrying out of any and all transactions, contemplated by and incident to all
matters arising with respect to the Undersigned in its capacity as a stockholder
of MEMC Electronic Materials, Inc. (the "Company"), including without limitation
(a) the sale of the Undersigned's holdings of the Company's common stock, par
value $.01 (the "Shares"), (b) the entering into by the Undersigned of an
agreement or agreements to extend debt funding to the Company (c) the voting of
the Shares or the granting of consents and/or proxies to vote the Shares, and in
connection therewith to execute and deliver on behalf of the Undersigned such
other agreements, documents, filings and certificates, and to take such other
actions, as any Attorney may deem necessary or desirable to consummate the
foregoing transactions and all other matters relating or incidental thereto,
including without limitation, the following:

         (1) to execute and deliver on behalf of the Undersigned the following
documents (in such form and with such changes and modifications as any Attorney
may approve, the execution and delivery of the same to be conclusive evidence of
such approval):

              (i) a Purchase Agreement (the "Purchase Agreement"), by and among
         the Undersigned, E.ON AG, E.ON North America, Inc., E.ON International
         Finance B.V., Fidelia Corporation, TPG Partners III, L.P. ("TPG") and
         an entity affiliated with TPG (the "Buyer"), a draft of which dated
         August __, 2001 (the "Draft Purchase Agreement") has previously been
         presented to the Undersigned;





              (ii) a Funding Agreement (the "Funding Agreement"), by and among
         the Undersigned, the Company and perhaps other parties;

              (iii) a Release (the "Release"), a form of which is attached as an
         exhibit to the Draft Purchase Agreement;

              (iv) Termination Agreement (the "Termination Agreement"), by and
         between the Undersigned and the Company, a draft of which is attached
         as an exhibit to the Draft Purchase Agreement;

              (v) such other agreements, consents, receipts, certificates,
         releases, stock powers and other documents, including without
         limitation amendments to or waivers of any of the aforesaid agreements
         or certificates referred to in this paragraph, as any Attorney may deem
         necessary or desirable;

         (2) to take any action on behalf of the Undersigned as any Attorney may
deem necessary or desirable in connection with carrying out the terms or
purposes of, or in any way relating to the Purchase Agreement, the Funding
Agreement, the Release, the Termination Agreement and the transactions
contemplated thereby; and

         (3) to vote and/or execute written consents and/or execute proxies with
respect to the Shares of the Company owned by the Undersigned as any Attorney
may deem necessary or desirable.

         The Undersigned agrees that any agreement or other document or writing
executed and delivered by any Attorney pursuant to this Power of Attorney shall
constitute a legal, valid and binding act or obligation of the Undersigned with
the same force and effect as if executed and delivered by a duly authorized
officer of the Undersigned.

         The Undersigned acknowledges that the Undersigned shall have no claim
or cause of action against any Attorney for any act taken or for failure to act
on behalf of the Undersigned as its designated agent, attorney-in-fact and proxy
with respect to the above-mentioned documents or agreements, and all
transactions relating thereto or any other matter contemplated by this Power of
Attorney, unless such Attorney is found to have acted in bad faith or with
willful misconduct with respect to such act taken or failure to act.

         Each of the Attorneys is exempt from the restrictions of Section 181 of
the German Civil Code. Each of the Attorneys may, in such Attorney's sole
discretion, delegate the full authority and powers conferred upon such Attorney
by this Power of Attorney to any other person as such Attorney may deem
necessary and appropriate.




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         This POWER OF ATTORNEY shall be effective as of September 12, 2001 and
shall expire as of December 31, 2001.

                  IN WITNESS WHEREOF, the Undersigned, a limited liability
company incorporated under the laws of Germany, having a principal place of
business E.ON - Platz 1, D-40479 Duesseldorf, Germany, has executed this Power
of Attorney on September 11, 2001.

                                         VEBA Zweite Verwaltungsgesellschaft mbH



                                         By:    /s/ Dr. Rolf Pohlig
                                            ------------------------------------
                                           Name:    Dr. Rolf Pohlig
                                           Title:   Managing Director



                                          By:  /s/ Claus-Peter von der Fecht
                                             -----------------------------------
                                            Name:   Claus-Peter von der Fecht
                                            Title:  Prokurist







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