EXHIBIT 24.10
                                POWER OF ATTORNEY


The  undersigned,  as  President  of Public  Service  Company of  Oklahoma  (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  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 agents,  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 agents, 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 this 18th
day of January, 2000.


                                                /s/ T. D. Churchwell
                                                T. D. Churchwell
                                                President and Director

Subscribed and sworn to before me this 18th day of January, 2000 by T. D.
Churchwell.

                                                /s/ Lina P. Holm
                                                Notary Public
                                                State of Oklahoma

My Commission Expires:  January 28, 2003