Exhibit 24 (d) 1
 1
                      POWER OF ATTORNEY


      The  undersigned,  as President  and  Chief  Executive
Officer   of   Southwestern  Electric  Power  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 1994  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 attorneys-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 this 19th day of January, 1995.



                              Richard H. Bremer






      Subscribed  and sworn to before me this  19th  day  of
January, 1995 by Richard H. Bremer.

                              Elizabeth D. Stephens
                              Notary Public

My Commission Expires:
Commission is for Life