EXHIBIT 24.16
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby makes,  constitutes  and appoints  Michael H. Madison 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 1999 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 26th
day of January, 2000.


                                                /s/ E. R. Brooks
                                                E. R. Brooks
                                                Director


Subscribed and sworn to before me this 26th day of January, 2000 by E.R. Brooks.


                                                /s/ Judy A. Hall
                                                Notary Public
                                                State of Texas

My Commission Expires:  July 20, 2003



<PAGE>


EXHIBIT 24.16
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby makes,  constitutes  and appoints  Michael H. Madison 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 1999 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 26th
day of January, 2000.


                                               /s/ James E. Davison
                                               James E. Davison
                                               Director



Subscribed and sworn to before me this 26th day of January, 2000 by James E.
Davison.


                                               /s/ Judith W. Culver
                                               Notary Public
                                               Caddo & Bossier Parish, Louisiana

My Commission is for Life



<PAGE>


EXHIBIT 24.16
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby makes,  constitutes  and appoints  Michael H. Madison 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 1999 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 26th
day of January, 2000.


                                               /s/ Glenn Files
                                               Glenn Files
                                               Director



Subscribed and sworn to before me this 26th day of January, 2000 by Glenn Files.



                                               /s/ Judith W. Culver
                                               Notary Public
                                               Caddo & Bossier Parish, Louisiana

My Commission is for Life




<PAGE>


EXHIBIT 24.16
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby makes,  constitutes  and appoints  Michael H. Madison 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 1999 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 26th
day of January, 2000.


                                                /s/ Dr. Frederick E. Joyce
                                                Dr. Frederick E. Joyce
                                                Director


Subscribed and sworn to before me this 26th day of January, 2000 by Dr.
Frederick E. Joyce.


                                                /s/ Sandra Pate
                                                Notary Public
                                                State of Texas


My Commission Expires:  May 15, 2001




<PAGE>


EXHIBIT 24.16
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby makes,  constitutes  and appoints  Michael H. Madison 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 1999 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 26th
day of January, 2000.


                                                /s/ John M. Lewis
                                                John M. Lewis
                                                Director



Subscribed and sworn to before me this 26th day of January, 2000 by James M.
Lewis.


                                                /s/ Linda Carmack Catron
                                                Notary Public
                                                Washington County, Arkansas

My Commission Expires:  May 1, 2001




<PAGE>


EXHIBIT 24.16
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby makes,  constitutes  and appoints  Michael H. Madison 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 1999 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 26th
day of January, 2000.


                                               /s/ Karen C. Adams
                                               Karen C. Adams
                                               General Manager and Director


Subscribed and sworn to before me this 26th day of January, 2000 by Karen C.
Adams.


                                               Judith W. Culver
                                               Notary Public
                                               Caddo & Bossier Parish, Louisiana

My Commission is for Life




<PAGE>


EXHIBIT 24.16
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby makes,  constitutes  and appoints  Michael H. Madison 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 1999 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 26th
day of January, 2000.


                                               /s/ William C. Peatross
                                               William C. Peatross
                                               Director


Subscribed and sworn to before me this 26th day of January, 2000 by William C.
Peatross.


                                               /s/ Judith W. Culver
                                               Notary Public
                                               Caddo & Bossier Parish, Louisiana

My Commission is for Life




<PAGE>


EXHIBIT 24.16
                                POWER OF ATTORNEY


The  undersigned,  as a director of  Southwestern  Electric  Power  Company (the
"Company"),  hereby makes,  constitutes  and appoints  Michael H. Madison 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 1999 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 26th
day of January, 2000.


                                               /s/ Maxine P. Sarpy
                                               Maxine P. Sarpy
                                               Director


Subscribed and sworn to before me this 26th day of January, 2000 by Maxine P.
Sarpy.


                                               /s/ Judith W. Culver
                                               Notary Public
                                               Caddo & Bossier Parish, Louisiana

My Commission is for Life