EXHIBIT 5(d)

           FORM OF DOERNER, SAUNDERS, DANIEL & ANDERSON
                                 OPINION LETTER



                       February 5, 1997



Public Service Company of Oklahoma
c/o Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas  75202

PSO Capital I
c/o Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas  75202

PSO Capital II
c/o Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas  75202

     Re:  Registration  Statement  on Form S-3 of Public  Service
          Company of Oklahoma

Ladies and Gentlemen:

     We are acting as special Oklahoma counsel to Public Service Company of
Oklahoma, an Oklahoma corporation (the "Company"), in connection with the
proposed public offering by the Company from time to time of up to $75 million
aggregate principal amount of the Company's Junior Subordinated Debentures (the
"Debentures") to be issued in one or more series pursuant to an indenture
between the Company and The Bank of New York, as Trustee (the "Indenture"), and
the proposed issuance and sale by PSO Capital I and PSO Capital II, each a
business trust created under the laws of the State of Delaware (collectively,
the "Issuer Trusts"), from time to time in one or more series, not to exceed $75
million, of their preferred securities, representing preferred undivided
beneficial interests in the assets of such Issuer Trusts (the "Preferred
Securities"), all as contemplated by the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by the Company and the Issuer Trusts with
the Securities and Exchange Commission (the "Commission") for the registration
of the Debentures and Preferred Securities under the Securities Act of 1933, as
amended (the "Act"), and their sale pursuant to one or more underwriting
agreements filed as an exhibit to the Registration Statement (each, an
"Underwriting Agreement").

     As described in the Registration Statement, the Company may issue the
Debentures to (a) the public or institutional investors or (b) the Issuer Trusts
in connection with the issuance of Preferred Securities. If Preferred Securities
are issued by the Issuer Trusts, the proceeds therefrom, together with the
capital contribution of the Company, as owner of the common securities of each
Issuer Trust, will be used to purchase Debentures. The Company will guarantee
pursuant to a Guarantee Agreement the payment by each Issuer Trust of
distributions with respect to the Preferred Securities and of amounts due upon
liquidation of each Issuer Trust or redemption of the Preferred Securities
(collectively, the "Guarantees"), all to the extent such Issuer Trust has funds
available therefor as set forth in the Guarantees. The Preferred Securities are
to be issued by each Issuer Trust pursuant to a Trust Agreement, each as amended
and restated.

     We have examined originals, or copies certified to our satisfaction, or
such corporate records of the Company and the Issuer Trusts, certificates of
public officials, certificates of officers and representatives of the Company
and the Issuer Trusts and other documents as we have deemed necessary as a basis
for the opinions hereinafter expressed. In our examination we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity with the originals of all documents submitted
to us as copies. As to various questions of fact material to such opinions we
have, when relevant facts were not independently established, relied upon
certifications by officers of the Company and other appropriate persons and
statements contained in the Registration Statement.

     Based on the foregoing, and having regard to legal considerations we deem
relevant, we are of the opinion that:

     1.   All requisite action necessary for the due execution and delivery of
the Guarantees will have been taken when the Board of Directors of the Company,
or a committee or officer duly authorized thereby, shall have taken such action
as may be necessary to fix and determine the terms of the Guarantees and the
Guarantees shall have been duly executed and delivered.

     2.   All requisite action necessary for the due execution and delivery of
the Debentures will have been taken when the Board of Directors of the Company,
or a committee or officer duly authorized thereby, shall have taken such action
as may be necessary to fix and determine the terms of the Debentures, the
Indenture shall have been executed and delivered, and the Debentures shall have
been issued and delivered in exchange for the proceeds from the Preferred
Securities and the capital contribution of the Company.

     The opinions expressed above are limited to the laws of the State of
Oklahoma.

     We hereby consent to the use of this opinion as Exhibit 5(d) to the
Registration Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required pursuant to Section
7 of the Act or rules and regulations of the Securities and Exchange Commission.

                                Very truly yours,


                                /s/ DOERNER, SAUNDERS, DANIEL & ANDERSON