Exhibit 24 (c) 2
 1
                      POWER OF ATTORNEY


      The  undersigned,  as  Controller  of  Public  Service
Company   of   Oklahoma  (the  "Company"),   hereby   makes,
constitutes  and  appoints Robert L. Zemanek  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 attorney-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 20th day of January, 1995.



                              R. Russell Davis







      Subscribed  and sworn to before me this  20th  day  of
January, 1995 by R. Russell Davis.

                              Kit Hill
                              Notary Public

My Commission Expires:
6-14-97