Exhibit 24 (c) 3
 1
                      POWER OF ATTORNEY


      The  undersigned,  as  a director  of  Public  Service
Company   of   Oklahoma  (the  "Company"),   hereby   makes,
constitutes  and appoints Robert L. Zemanek 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 20th and 24th days of January, 1995.


                              E. R. Brooks              Director
                              Harry A. Clark            Director
                              Paul K. Lackey, Jr.       Director
                              Paula Marshall-Chapman    Director
                              Harry D. Mattison         Director
                              William R. McKamey        Director
                              Mary M. Polfer            Director
                              Dr. Robert B. Taylor, Jr. Director
                              Waldo J. Zerger, Jr.      Director


      Subscribed and sworn to before me this 20th  and  24th
days  of January, 1995 by E. R. Brooks, Harry A. Clark, Paul
K.  Lackey, Jr., Paula Marshall-Chapman, Harry D.  Mattison,
William  R.  McKamey, Mary M. Polfer, Dr. Robert B.  Taylor,
Jr., Waldo J. Zerger, Jr.


                              Laura A. Lewis
                              Barbara Mastersons
                              Notary Public

My Commission Expires:
5-31-95
March 4, 1998