Exhibit 23.4

Consent of Independent Public Accountants

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 report with respect to the  Consoldiated  Financial  Statements of Public
Service Company of Oklahoma dated February 12, 1999, included in this Form 10-K,
into  Public  Service  Company  of  Oklahoma's   previously  filed  registration
statement on Form S-3 (File No. 333-00973).

Arthur Andersen LLP

Dallas, Texas
March 10, 1999



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