EXHIBIT (24) 12
                                POWER OF ATTORNEY


The  undersigned,  as a director  of Public  Service  Company of  Oklahoma  (the
"Company"),  hereby  makes,  constitutes  and appoints T. D.  Churchwell  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 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,   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
byvirtue of this Power of Attorney.

IN WITNESS  WHEREOF,  I have hereunto  executed this Power of Attorney this 19th
day of January, 1999.


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



Subscribed and sworn to before me this 19th day of January, 1999 by E. R. 
Brooks.



                                       /s/ Lina P. Holm
                                           Notary Public

My Commission Expires:     1-28-2003



<PAGE>


EXHIBIT (24) 12
                                POWER OF ATTORNEY


The  undersigned,  as a director  of Public  Service  Company of  Oklahoma  (the
"Company"),  hereby  makes,  constitutes  and appoints T. D.  Churchwell  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 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,   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 19th
day of January, 1999.


                                       /s/ Harry A. Clarke
                                           Harry A. Clarke
                                           Director


Subscribed and sworn to before me this 19th day of January, 1999 by  Harry A.
Clarke.


                                       /s/ Lina P. Holm
                                           Notary Public

My Commission Expires:     1-28-2003



<PAGE>


EXHIBIT (24) 12
                                POWER OF ATTORNEY


The  undersigned,  as a director  of Public  Service  Company of  Oklahoma  (the
"Company"),  hereby  makes,  constitutes  and appoints T. D.  Churchwell  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 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,   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 19th
day of January, 1999.


                                       /s/ Glenn Files
                                           Glenn Files
                                           Director




Subscribed and sworn to before me this 19th day of January, 1999 by Glenn Files.


                                       /s/ Lina P. Holm
                                           Notary Public

My Commission Expires:     1-28-2003



<PAGE>


EXHIBIT (24) 12
                                POWER OF ATTORNEY


The  undersigned,  as a director  of Public  Service  Company of  Oklahoma  (the
"Company"),  hereby  makes,  constitutes  and appoints T. D.  Churchwell  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 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,   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 19th
day of January, 1999.


                                       /s/ Paul K. Lackey
                                           Paul K. Lackey, Jr.
                                           Director




Subscribed and sworn to before me this 19th day of January, 1999 by Paul K. 
Lackey, Jr.


                                       /s/ Lina P. Holm
                                           Notary Public

My Commission Expires:     1-28-2003



<PAGE>


EXHIBIT (24) 12
                                POWER OF ATTORNEY


The  undersigned,  as a director  of Public  Service  Company of  Oklahoma  (the
"Company"),  hereby  makes,  constitutes  and appoints T. D.  Churchwell  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 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,   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 19th
day of January, 1999.


                                       /s/ Paula Marshall-Chapman
                                           Paula Marshall-Chapman
                                           Director



Subscribed  and  sworn to  before  me this  19th day of  January,  1999 by Paula
Marshall-Chapman.

                                       /s/ Lina P. Holm
                                           Notary Public

My Commission Expires:     1-28-2003


<PAGE>


EXHIBIT (24) 12
                                POWER OF ATTORNEY


The  undersigned,  as a director  of Public  Service  Company of  Oklahoma  (the
"Company"),  hereby  makes,  constitutes  and appoints T. D.  Churchwell  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 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,   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 19th
day of January, 1999.


                                       /s/ William R. McKamey
                                           William R. McKamey
                                           General Manager and Director




Subscribed  and sworn to before me this 19th day of January,  1999 by William R.
McKamey.


                                       /s/ Lina P. Holm
                                           Notary Public

My Commission Expires:     1-28-2003


<PAGE>


EXHIBIT (24) 12
                                POWER OF ATTORNEY


The  undersigned,  as a director  of Public  Service  Company of  Oklahoma  (the
"Company"),  hereby  makes,  constitutes  and appoints T. D.  Churchwell  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 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,   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 19th
day of January, 1999.



                                       /s/ Robert B. Taylor, Jr.
                                           Robert B. Taylor, Jr.
                                           Director


Subscribed and sworn to before me this 19th day of January, 1999 by Robert B. 
Taylor, Jr.


                                       /s/ Lina P. Holm
                                           Notary Public

My Commission Expires:     1-28-2003