EXHIBIT 24.9
                                   CERTIFICATE

      I, Brenda L. Snider, Secretary of Central Power and Light Company, a Texas
corporation  (the  "Corporation"),  hereby  certify  that set  forth  below is a
complete  and  accurate  copy of a certain  resolution  adopted  by the Board of
Directors of the  Corporation  on this 27th day of January,  2000, and that such
resolution is in full force and effect as of the date of this certificate.


                         Central Power and Light Company
                          Board of Directors Resolution
                                January 27, 2000

      RESOLVED,  that each officer of Central Power and Light Company  listed at
the end of this sentence is hereby  authorized to make,  constitute and appoint,
in his respective capacity, a power of attorney in favor of the person(s) listed
directly  after  his name at the end of this  sentence,  as his true and  lawful
attorney(s)-in-fact and agent(s), with full power and authority (and in the case
of more  than one  attorney-in-fact,  each  attorney-in-fact  acting  alone  and
without the other) to execute in the name and on behalf of the  officer,  in any
and all capacities,  the  Corporation's  Annual Report on 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,  and  grant to such
attorney(s)-in-fact,   and   agent(s)   (and  in  the  case  of  more  than  one
attorney-in-fact,  each of them),  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 and all intents and purposes as the officer might or could do
in person.

1.    J. Gonzalo  Sandoval is  authorized to make,  constitute  and appoint R.
      Russell Davis to be his attorney(s)-in-fact.
2.    R.  Russell  Davis is  authorized  to make,  constitute  and  appoint J.
      Gonzalo Sandavol to be his attorney(s)-in-fact.

      IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed the seal of
Central Power and Light Company this day, the 27th of January, 2000.



      /s/ Brenda L. Snider
           Brenda L. Snider





      CORPORATE SEAL