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 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 18th
day of January, 2000.


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




Subscribed and sworn to before me this 18th 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 24.12
                                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 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 18th
day of January, 2000.


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


Subscribed and sworn to before me this 18th day of January, 2000 by  Harry A.
Clarke.


                                                /s/ Lina P. Holm
                                                Notary Public
                                                State of Oklahoma
My Commission Expires:  January 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 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 18th
day of January, 2000.


                                                /s/ Glenn Files
                                                Glenn Files
                                                Director




Subscribed and sworn to before me this 18th day of January, 2000 by Glenn Files.


                                                Lina P. Holm
                                                Notary Public
                                                State of Oklahoma

My Commission Expires:  January 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 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 18th
day of January, 2000.


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




Subscribed and sworn to before me this 18th day of January, 2000 by Paul K.
Lackey, Jr.


                                                /s/ Lina P. Holm
                                                Notary Public
                                                State of Oklahoma

My Commission Expires:  January 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 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 18th
day of January, 2000.


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



Subscribed  and  sworn to  before  me this  18th day of  January,  2000 by Paula
Marshall-Chapman.

                                                /s/ Barbara Masterson
                                                Notary Public
                                                State of Oklahoma

My Commission Expires:  March 4, 2002




<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 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 18th
day of January, 2000.


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




Subscribed  and sworn to before me this 18th day of January,  2000 by William R.
McKamey.


                                                /s/ Lina P. Holm
                                                Notary Public
                                                State of Oklahoma

My Commission Expires:  January 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 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 18th
day of January, 2000.



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


Subscribed and sworn to before me this 18th day of January, 2000 by Dr.
Robert B. Taylor, Jr.


                                                /s/ Lina P. Holm
                                                Notary Public
                                                State of Oklahoma

My Commission Expires:  January 28, 2003