Exhibit 24 (d) 3
 1
                      POWER OF ATTORNEY


     The undersigned, as a director of Southwestern Electric
Power Company (the "Company"), hereby makes, constitutes and
appoints Richard H. Bremer and R. Russell Davis, and each of
them  severally,  his true and lawful attorneys-in-fact  and
agents, each with full power and authority (acting alone and
without the others) 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 attorneys-in-fact, and agents,  and
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 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 agents, or any of them, 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, 20th and 23rd days of January, 1995.


                              E. R. Brooks           Director
                              James E. Davison       Director
                              Al P. Eason, Jr.       Director
                              W. J. Googe, Jr.       Director
                              Dr. Frederick E. Joyce Director
                              Michael H. Madison     Director
                              Harry D. Mattison      Director
                              Marvin R. McGregor     Director
                              William C. Peatross    Director
                              Jack L. Phillips       Director


      Subscribed and sworn to before me this 19th, 20th  and
23rd  days  of  January,  1995 by E.  R.  Brooks,  James  E.
Davison,  Al P. Eason, Jr., W. J. Googe, Jr., Dr.  Frederick
E.  Joyce, Michael H. Madison, Harry D. Mattison, Marvin  R.
McGregor, William C. Peatross and Jack L. Phillips.

                              Elizabeth D. Stephens
                              L. J. Jimmerson
                              Sherry Dillard
                              Notary Public

My Commission Expires:
My commission is for Life
May 11, 1996
2-10-2001