Exhibit 24 (e) 3
 1
                      POWER OF ATTORNEY


      The undersigned, as a director of West Texas Utilities
Company  (the  "Company"),  hereby  makes,  constitutes  and
appoints Glenn Files 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 31 day of January, 1995.


                              Richard Bacon  Director
                              C. Harwell Barber   Director
                              E. R. Brooks   Director
                              Paul J. Brower Director
                              T. D. Churchwell    Director
                              Harry D. Mattison   Director
                              Tommy Morris   Director
                              Dian Owen      Director
                              James M. Parker     Director
                              F. L. Stephens Director
                              Dennis M. Sharkey   Director
                              Donald A. Welch     Director


      Subscribed  and sworn to before me this  31st  day  of
January,  1995  by Richard Bacon, C. Harwell Barber,  E.  R.
Brooks, Paul J. Brower, T. D. Churchwell, Harry D. Mattison,
Tommy  Morris, Dian Owen, James M. Parker, F.  L.  Stephens,
Dennis M. Sharkey and Donald A. Welch.

                              Martha Murray
                              L. J. Jimmerson
                              Notary Public

My Commission Expires:
11-19-96
May 11, 1996