EXHIBIT 23.5

Consent of Auditors

To the Stockholders and Board of Directors of
Southwestern Electric Power Company:

          As independent public accountants, we hereby consent to the
incorporation of our reports dated February 28, 1997, included in, and
incorporated by reference in this Form 10-K, into Southwestern Electric Power
Company's previously filed registration statement on Form S-3 (File No.
333-21155).



Arthur Andersen LLP



Dallas, Texas
March 10, 1997