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 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
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, 1998.


                                  E. R. Brooks
                                  Director


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


                                  Judy A. Hall
                                  Notary Public

My Commission Expires:
July 20, 1999


<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 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
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, 1998.


                                James E. Davison
                                Director


Subscribed and sworn to before me this 22nd day of January, 1998 by James 
E. Davison.


                                Judith W. Culver
                                Notary Public

My Commission Expires:
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 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
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, 1998.


                                   Glenn Files
                                   Director


Subscribed and sworn to before me this 22nd day of January, 1998 by Glenn Files.


                                Judith W. Culver
                                Notary Public

My Commission Expires:
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 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
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, 1998.


                                F. E. Joyce, M.D.
                                Director


Subscribed and sworn to before me this 22nd day of January, 1998 by Dr. 
Frederick E. Joyce.


                                Judith W. Culver
                                Notary Public

My Commission Expires:
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 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
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, 1998.


                                  John M. Lewis
                                  Director


Subscribed and sworn to before me this 22nd day of January, 1998 by 
James M. Lewis.


                              Linda Carmack Catron
                              Notary Public

My Commission Expires:
May 1, 2001

<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, her 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 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
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, 1998.


                                  Karen Martin
                                  General Manager and Director


Subscribed and sworn to before me this 22nd day of January, 1998 by Karen
Martin.


                                Judith W. Culver
                                Notary Public

My Commission Expires:
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 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
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, 1998.


                               William C. Peatross
                               Director


Subscribed and sworn to before me this 22nd day of January, 1998 by 
William C. Peatross.


                               Judith W. Culver
                               Notary Public

My Commission Expires:
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, her 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 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
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, 1998.


                                 Maxine P. Sarpy
                                 Director


Subscribed and sworn to before me this 22nd day of January, 1998 by 
Maxine P. Sarpy.


                                 Judith W. Culver
                                 Notary Public

My Commission Expires:
Commission is for Life