EXHIBIT 24.12
                      POWER OF ATTORNEY


The  undersigned,  as  Controller of  Southwestern  Electric
Power Company (the "Company"), hereby makes, constitutes and
appoints  Richard H. Bremer 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
1995  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 24th day of January, 1996.



                              R. Russell Davis






Subscribed and sworn to before me this 24th day of  January,
1996 by R. Russell Davis.

                              Kit Hill
                              Notary Public

My Commission Expires:
6-14-97