EXHIBIT 24.6
                                POWER OF ATTORNEY


The  undersigned,   as  President  of  Central  Power  and  Light  Company  (the
"Company"), hereby makes, constitutes and appoints R. Russell Davis his true and
lawful  attorney-in-fact  and agent, with full power and authority to execute in
the  name and on  behalf  of the  undersigned,  in any and all  capacities,  the
Company's  Annual  Report  on Form  10-K for Form  10-K for 1999 and any and all
amendments  thereto,  to be filed under the Securities  Exchange Act of 1934, as
amended, and any other documents and instruments incidental thereto, and to file
the same, with all exhibits  thereto and all documents in connection  therewith,
with  the  Securities  and  Exchange   Commission,   hereby   granting  to  such
attorney-in-fact,  and  agent,  full power and  authority  of  substitution  and
revocation  in the premises and full power and  authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as fully for all intents and  purposes  as the  undersigned  might or
could  do  in  person  and  hereby   ratifying  and  confirming  all  that  such
attorney-in-fact  and agent,  may do or cause to be done by virtue of this Power
of Attorney.

IN WITNESS  WHEREOF,  I have hereunto  executed this Power of Attorney as of the
27th day of January, 2000.


                                                /s/ J. Gonazlo Sandoval
                                                J. Gonzalo Sandoval
                                                General Manager/President and
                                                Director



Subscribed and sworn to before me this 27th day of January 2000 by J. Gonzalo
Sandoval.


                                                /s/ Alice G. Crisp
                                                Notary Public
                                                State of Texas

My Commission Expires:  August 3, 2002