Exhibit (24) 5
                                   CERTIFICATE

         I,  Kenneth  C.  Raney,  Jr.,  Secretary  of  Central  and  South  West
Corporation, a Delaware corporation (the "Corporation"), hereby certify that set
forth below is a complete and accurate copy of a certain  resolution  adopted by
the Board of Directors of the Corporation on this 20th day of January, 1999, and
that  such  resolution  is in  full  force  and  effect  as of the  date of this
certificate.


                       Central and South West Corporation
                          Board of Directors Resolution
                                January 20, 1999

     RESOLVED, that each officer of Central and South West Corporation listed at
the end of this sentence is hereby  authorized to make,  constitute and appoint,
in his respective capacity, a power of attorney in favor of the person(s) listed
directly  after  his name at the end of this  sentence,  as his true and  lawful
attorney(s)-in-fact and agent(s), with full power and authority (and in the case
of more  than one  attorney-in-fact,  each  attorney-in-fact  acting  alone  and
without the other) to execute in the name and on behalf of the  officer,  in any
and all capacities,  the  Corporation's  Annual Report on Form 10-K for 1998 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,  and  grant to such
attorney(s)-in-fact,   and   agent(s)   (and  in  the  case  of  more  than  one
attorney-in-fact,  each of them),  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 and all intents and purposes as the officer might or could do
in person.
1.       E.R.  Brooks is  authorized to make, constitute and appoint Glenn D.
         Rosilier and Lawrence B. Connors to be his attorney[s]-in-fact.
2.       Glenn D. Rosilier is authorized  to make,  constitute  and appoint E.R.
         Brooks and Lawrence B. Connors to be his attorney[s]-in-fact.
3.       Lawrence B. Connors is authorized to make,  constitute and appoint E.R.
         Brooks and Glenn D. Rosilier to be his attorney[s]-in-fact.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
Central and South West Corporation this day, the 20th of January, 1999.



         /s/ Kenneth C. Raney, Jr.
         Kenneth C. Raney, Jr.


         CORPORATE SEAL