EXHIBIT (24) 9
                                   CERTIFICATE

     I, Brenda L. Snider,  Secretary of Central Power and Light Company, a Texas
corporation  (the  "Corporation"),  hereby  certify  that set  forth  below is a
complete  and  accurate  copy of a certain  resolution  adopted  by the Board of
Directors of the  Corporation as of February 24, 1999, and that such  resolution
is in full force and effect as of the date of this certificate.


                         Central Power and Light Company

                       Written Consent in Lieu of Meeting


     The undersigned,  being all directors of Central Power and Light Company, a
Texas Corporation,  hereby consent,  pursuant to the Texas Business  Corporation
Act, Article 9.10(B), to the adoption of the following resolution:

Power of Attorney

     RESOLVED,  that each officer of Central Power and Light  Company  listed at
the end of this sentence is hereby  authorized to make,  constitute and appoint,
in his respective capacity, a power of attorney in favor of the person(s) listed
directly  after  his name at the end of this  sentence,  as his true and  lawful
attorney(s)-in-fact and agent(s), with full power and authority (and in the case
of more  than one  attorney-in-fact,  each  attorney-in-fact  acting  alone  and
without the other) to execute in the name and on behalf of the  officer,  in any
and all capacities,  the  Corporation'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,  and  grant to such
attorney(s)-in-fact,   and   agent(s)   (and  in  the  case  of  more  than  one
attorney-in-fact,  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 and all intents and purposes as the officer might or could do
in person. 
1.   J. Gonzalo Sandoval  is  authorized  to  make,  constitute  and  appoint R.
     Russell Davis to be his attorney[s]-in-fact.
2.   R. Russell Davis] is  authorized to make, constitute and appoint J. Gonzalo
     Sandoval to be his attorney[s]-in-fact.


Dated as of February 24, 1999



/s/ John F. Brimberry               /s/ E.R. Brooks
    John F. Brimberry                   E.R. Brooks


/s/ Glenn Files                     /s/ Ruben M. Garcia
    Glenn Files                         Ruben M. Garcia

<PAGE>

/s/ Alphonso R. Jackson             /s/ Robert A. McAllen
    Alphonso R. Jackson                 Robert A. McAllen

/s/ Pete Morales, Jr.               /s/ H. Lee Richards
    Pete Morales, Jr.                   H. Lee Richards


/s/ Gerald E. Vaughn
    Gerald E. Vaughn


     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed the seal of
Central Power and Light Company this day, March 5, 1999.

    Brenda L. Snider

/s/ Brenda L. Snider
    Corporate Secretary

    COMPANY SEAL