EXHIBIT 24.13
                      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  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 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 31st day of January, 1996.



                              E. R. Brooks
                              Director


Subscribed and sworn to before me this 31st day of  January,
1996 by E. R. Brooks.


                              L. J. Jimmerson
                              Notary Public

My Commission Expires:
May 11, 1996


EXHIBIT 24.13
                      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  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 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 24th day of January, 1996.



                              James E. Davison
                              Director


Subscribed and sworn to before me this 24th day of  January,
1996 by James E. Davison.



                              Judith W. Culver
                              Notary Public

My Commission Expires:

My commission is for Life

EXHIBIT 24.13
                      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  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 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 24th day of January, 1996.



                              Al P. Eason, Jr.
                              Director


Subscribed and sworn to before me this 24th day of  January,
1996 by Al P. Eason, Jr.


                              Judith W. Culver
                              Notary Public

My Commission Expires:

My commission is for Life

EXHIBIT 24.13
                      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  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 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 24th day of January, 1996.



                              W. J. Googe, Jr.
                              Director


Subscribed and sworn to before me this 24th day of  January,
1996 by W. J. Googe, Jr.


                              Judith W. Culver
                              Notary Public

My Commission Expires:

My commission is for Life

EXHIBIT 24.13
                      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  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 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 24th day of January, 1996.



                              Dr. Frederick E. Joyce
                              Director


Subscribed and sworn to before me this 24th day of  January,
1996 by Dr. Frederick E. Joyce.


                              Judith W. Culver
                              Notary Public

My Commission Expires:

My commission is for Life

EXHIBIT 24.13
                      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  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 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 24th day of January, 1996.



                              Michael H. Madison
                              Director


Subscribed and sworn to before me this 24th day of  January,
1996 by Michael H. Madison.


                              Judith W. Culver
                              Notary Public

My Commission Expires:

My commission is for Life

EXHIBIT 24.13
                      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  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 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 24th day of January, 1996.



                              Harry D. Mattison
                              Director


Subscribed and sworn to before me this 24th day of  January,
1996 by Harry D. Mattison.


                              Judith W. Culver
                              Notary Public

My Commission Expires:

My commission is for Life

EXHIBIT 24.13
                      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  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 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 24th day of January, 1996.



                              Marvin R. McGregor
                              Director


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


                              Judith W. Culver
                              Notary Public

My Commission Expires:

My commission is for Life

EXHIBIT 24.13
                      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  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 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 24th day of January, 1996.



                              William C. Peatross
                              Director


Subscribed and sworn to before me this 24th day of  January,
1996 by William C. Peatross.


                              Judith W. Culver
                              Notary Public

My Commission Expires:

My commission is for Life

EXHIBIT 24.13
                      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  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 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 24th day of January, 1996.



                              Maxine P. Sarpy
                              Director


Subscribed and sworn to before me this 24th day of  January,
1996 by Maxine P. Sarpy.


                              Judith W. Culver
                              Notary Public

My Commission Expires:

My commission is for Life