EXHIBIT 24.13
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby  makes,  constitutes  and  appoints  Michael D. Smith and R.
Russell Davis, and each of them severally, his true and lawful attorneys-in-fact
and agents,  each with full power and  authority  (acting  alone and without the
others) 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 1996 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
attorneys-in-fact,  and agents,  and 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 for all intents and purposes as the undersigned
might or could do in person and hereby  ratifying and  confirming  all that such
attorneys-in-fact  and  agents,  or any of  them,  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, 1997.


                                                     E. R. Brooks
                                                     Director


Subscribed and sworn to before me this 22nd day of January, 1997 by E. R. 
Brooks.


                                                     L. J. Jimmerson
                                                     Notary Public

My Commission Expires:

May 11, 2000

<PAGE>


EXHIBIT 24.13
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby  makes,  constitutes  and  appoints  Michael D. Smith and R.
Russell Davis, and each of them severally, his true and lawful attorneys-in-fact
and agents,  each with full power and  authority  (acting  alone and without the
others) 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 1996 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
attorneys-in-fact,  and agents,  and 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 for all intents and purposes as the undersigned
might or could do in person and hereby  ratifying and  confirming  all that such
attorneys-in-fact  and  agents,  or any of  them,  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, 1997.


                                                     James E. Davison
                                                     Director


Subscribed and sworn to before me this 22nd day of January, 1997 by James E. 
Davison.


                                                     Judith W. Culver
                                                     Notary Public

My Commission Expires:

My commission is for Life



<PAGE>


EXHIBIT 24.13
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby  makes,  constitutes  and  appoints  Michael D. Smith and R.
Russell Davis, and each of them severally, his true and lawful attorneys-in-fact
and agents,  each with full power and  authority  (acting  alone and without the
others) 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 1996 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
attorneys-in-fact,  and agents,  and 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 for all intents and purposes as the undersigned
might or could do in person and hereby  ratifying and  confirming  all that such
attorneys-in-fact  and  agents,  or any of  them,  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, 1997.


                                                     Glenn Files
                                                     Director


Subscribed and sworn to before me this 22nd day of January, 1997 by Glenn Files.


                                                     Judith W. Culver
                                                     Notary Public

My Commission Expires:

My commission is for Life



<PAGE>


EXHIBIT 24.13
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby  makes,  constitutes  and  appoints  Michael D. Smith and R.
Russell Davis, and each of them severally, his true and lawful attorneys-in-fact
and agents,  each with full power and  authority  (acting  alone and without the
others) 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 1996 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
attorneys-in-fact,  and agents,  and 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 for all intents and purposes as the undersigned
might or could do in person and hereby  ratifying and  confirming  all that such
attorneys-in-fact  and  agents,  or any of  them,  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, 1997.


                                                     Dr. Frederick E. Joyce
                                                     Director


Subscribed and sworn to before me this 22nd day of January, 1997 by Dr.
Frederick E. Joyce.


                                                     Judith W. Culver
                                                     Notary Public

My Commission Expires:

My commission is for Life



<PAGE>


EXHIBIT 24.13
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby  makes,  constitutes  and  appoints  Michael D. Smith and R.
Russell Davis, and each of them severally, his true and lawful attorneys-in-fact
and agents,  each with full power and  authority  (acting  alone and without the
others) 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 1996 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
attorneys-in-fact,  and agents,  and 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 for all intents and purposes as the undersigned
might or could do in person and hereby  ratifying and  confirming  all that such
attorneys-in-fact  and  agents,  or any of  them,  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, 1997.


                                                     James M. Lewis
                                                     Director


Subscribed and sworn to before me this 22nd day of January, 1997 by James M.
Lewis.


                                                     Judith W. Culver
                                                     Notary Public

My Commission Expires:

My commission is for Life




<PAGE>


EXHIBIT 24.13
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby  makes,  constitutes  and  appoints  Michael D. Smith and R.
Russell Davis, and each of them severally, his true and lawful attorneys-in-fact
and agents,  each with full power and  authority  (acting  alone and without the
others) 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 1996 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
attorneys-in-fact,  and agents,  and 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 for all intents and purposes as the undersigned
might or could do in person and hereby  ratifying and  confirming  all that such
attorneys-in-fact  and  agents,  or any of  them,  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, 1997.


                                                     Karen Martin
                                                     Director


Subscribed  and  sworn to  before  me this  22nd day of  January,  1997 by Karen
Martin.


                                                     Judith W. Culver
                                                     Notary Public

My Commission Expires:

My commission is for Life



<PAGE>


EXHIBIT 24.13
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby  makes,  constitutes  and  appoints  Michael D. Smith and R.
Russell Davis, and each of them severally, his true and lawful attorneys-in-fact
and agents,  each with full power and  authority  (acting  alone and without the
others) 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 1996 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
attorneys-in-fact,  and agents,  and 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 for all intents and purposes as the undersigned
might or could do in person and hereby  ratifying and  confirming  all that such
attorneys-in-fact  and  agents,  or any of  them,  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, 1997.


                                                     William C. Peatross
                                                     Director


Subscribed and sworn to before me this 22nd day of January, 1997 by William C.
Peatross.


                                                     Judith W. Culver
                                                     Notary Public

My Commission Expires:

My commission is for Life



<PAGE>


EXHIBIT 24.13
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby  makes,  constitutes  and  appoints  Michael D. Smith and R.
Russell Davis, and each of them severally, his true and lawful attorneys-in-fact
and agents,  each with full power and  authority  (acting  alone and without the
others) 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 1996 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
attorneys-in-fact,  and agents,  and 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 for all intents and purposes as the undersigned
might or could do in person and hereby  ratifying and  confirming  all that such
attorneys-in-fact  and  agents,  or any of  them,  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, 1997.


                                                     Maxine P. Sarpy
                                                     Director


Subscribed and sworn to before me this 22nd day of January, 1997 by Maxine P. 
Sarpy.


                                                     Judith W. Culver
                                                     Notary Public

My Commission Expires:

My commission is for Life