Exhibit 24


                                POWER OF ATTORNEY

              Annual Report on Form 10-K for the Fiscal Year Ended
                                December 31, 2002


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

        Company                                  State of Incorporation
  AEP Generating Company                                  Ohio
  Appalachian Power Company                             Virginia
  AEP Texas Central Company                              Texas
  AEP Texas North 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

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, 2002, 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 26th day of
February, 2003.


   /s/ E. Linn Draper, Jr.                        /s/ Robert P. Powers
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E. Linn Draper, Jr.                           Robert P. Powers


   /s/ Henry W. Fayne                             /s/ Thomas V. Shockley, III
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Henry W. Fayne                                Thomas V. Shockley, III


   /s/ Thomas M. Hagan                            /s/ Susan Tomasky
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Thomas M. Hagan                               Susan Tomasky


   /s/ Armando A. Pena
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Armando A. Pena