EXHIBIT 24.12
                                POWER OF ATTORNEY


The undersigned, as Controller of Southwestern Electric Power Company (the
"Company"), hereby makes, constitutes and appoints Michael D. Smith 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 1997 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 22nd
day of January, 1998.



                                   R. Russell Davis
                                   Controller





Subscribed and sworn to before me this 22nd day of January, 1998 by 
R. Russell Davis.

                                  Kit Hill
                                  Notary Public

My Commission Expires:
6-14-2001