EXHIBIT 23.4

Consent of Auditors


To the Stockholders and Board of Directors of
Public Service Company of Oklahoma:

          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 Public Service Company of
Oklahoma's previously filed registration statement on Form S-3 (File No.
333-00973 and 333-21153).



Arthur Andersen LLP



Dallas, Texas
March 10, 1997