Exhibit 24


                             POWER OF ATTORNEY

            Annual Report on Form 10-K for the Fiscal Year Ended
                             December 31, 2001


The  undersigned  directors of the following  companies (each  respectively  the
"Company")
           Company                              State of Incorporation

  AEP Generating Company                               Ohio
  Appalachian Power Company                          Virginia
  Central Power and Light Company                     Texas
  Columbus Southern Power Company                      Ohio
  Kentucky Power Company                             Kentucky
  Ohio Power Company                                   Ohio
  Public Service Company of Oklahoma                 Oklahoma
  Southwestern Electric Power Company                Delaware
  West Texas Utilities Company                        Texas

do hereby constitute and appoint E. LINN DRAPER,  JR., ARMANDO A. PENA and SUSAN
TOMASKY,  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 10-K,  pursuant  to Section 13 of the  Securities
Exchange Act of 1934,  for the fiscal year ended  December 31, 2001, 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 21st
day of February, 2002.


   /s/ E. Linn Draper, Jr.           /s/ Thomas V. Shockley, III


   /s/ Henry W. Fayne                /s/ Susan Tomasky


   /s/ Armando A. Pena               /s/ J. H. Vipperman


   /s/ Robert P. Powers