The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We generate, sell, purchase, transmit and distribute electric power.  We serve approximately 456,000471,000 retail customers in northeastern Texas, northwestern Louisiana and western Arkansas.  We also sell and transmit power at wholesale to other electric utilities, municipalities, electric cooperatives and non-utility entities engaged in the wholesale power market.  Our principal executive offices are located at 1 Riverside Plaza, Columbus, Ohio  43215 (telephone number 614-716-1000).  We are a subsidiary of American Electric Power Company, Inc. (“AEP”), a public utility holding company, and we are a part of the American Electric Power integrated utility system.  The executive offices of American Electric Power Company, Inc. are located at 1 Riverside Plaza, Columbus, Ohio  43215 (telephone number 614-716-1000).

We may provide information to you about the securitiesnotes in up to three separate documents that progressively provide more detail: (a) this prospectus provides general information some of which may not apply to your securities;notes; (b) the accompanying prospectus supplement provides more specific terms of your securities;notes; and (c) if not included in the accompanying prospectus supplement, a pricing supplement will provide the final terms of your securities.notes.  It is important for you to consider the information contained in this prospectus, the prospectus supplement and any pricing supplement in making your investment decision.

Investing in our securitiesnotes involves risk.  Please see the risk factors described in our most recent Annual Report on Form 10-K and all subsequentfor the fiscal year ended December 31, 2008, as modified by our current report on Form 8-K filed on May 1, 2009, for the retrospective application of SFAS 160, the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009, and the Current Reports on Form 8-K dated May 1, 2009 and June 29, 2009, which are incorporated by reference in this prospectus.  Before making an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference in this prospectus.  The risks and uncertainties described are those presently known to us.  Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations, our financial results and the value of our securities.notes.

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission (“SEC”).  We also file annual, quarterly and special reports and other information with the SEC.  You may read and copy any document we file at the SEC’s Public Reference Room at 100 F Street N.E., Room 1580, Washington, D.C.  20549.  Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms.  You may also examine our SEC filings through the SEC’s web site at http://www.sec.gov.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents.  The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information.  We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (including any documents filed after the date of the initial registration statement and prior to its effectiveness) until we sell all the notes.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:

You should rely only on the information incorporated by reference or provided in this prospectus or any supplement and in any written communication from us or any underwriter specifying the final terms of the particular offering.  We have not authorized anyone else to provide you with different information.  We are not making an offer of these notes in any state where the offer is not permitted.  You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents.

The Ratio of Earnings to Fixed Charges for each of the periods indicated is as follows:

Unless otherwise stated in a prospectus supplement, the net proceeds from the sale of the securitiesnotes will be used for funding our construction program and for other general corporate purposes relating to our utility business.  These purposes may include redeeming or repurchasing outstanding debt (including the repayment of advances from affiliates) or preferred stock and replenishing working capital.  If we do not use the net proceeds immediately, we will temporarily invest them in short-term, interest-bearing obligations.  We estimate that our construction costs in 20072009 will approximate $537$457.4 million.  At August 14, 2007, we had $74,000,000 in advances from affiliates outstanding.

The Indenture does not limit the amount of Senior Notesnotes that may be issued.  The Indenture permits us to issue Senior Notesnotes in one or more series or tranches upon the approval of our board of directors and as described in one or more company orders or supplemental indentures.  Each series of Senior Notesnotes may differ as to their terms.  The Indenture also gives us the ability to reopen a previous issue of a series of Senior Notesnotes and issue additional Senior Notesnotes of such series.

The Senior Notesnotes will be denominated in U.S. dollars and we will pay principal and interest in U.S. dollars.  Unless an applicable pricing or prospectus supplement states otherwise, the Senior Notesnotes will not be subject to any conversion, amortization, or sinking fund.  We expect that the Senior Notesnotes will be “book-entry,” represented by a permanent global note registered in the name of The Depository Trust Company, or its nominee.  We reserve the right, however, to issue Senior Notenote certificates registered in the name of the noteholders.

In the discussion that follows, whenever we talk about paying principal on the Senior Notes,notes, we mean at maturity or redemption.  Also, in discussing the time for notices and how the different interest rates are calculated, all times are New York City time and all references to New York mean the City of New York, unless otherwise noted.

The following terms may apply to each Senior Notenote as specified in the applicable pricing or prospectus supplement and the Senior Note.  If we decide to list upon issuance any Senior Note or Senior Notes on a securities exchange, a prospectus supplement or pricing supplement will identify the exchange and state when we expect trading could begin.note.

If we issue redeemable Senior Notes,notes, we may redeem such Senior Notesnotes at our option unless an applicable pricing or prospectus supplement states otherwise.  The pricing or prospectus supplement will state the terms of redemption.  We may redeem Senior Notesnotes in whole or in part by delivering written notice to the noteholders no more than 60, and not less than 30, days prior to redemption.  If we do not redeem all the Senior Notesnotes of a series at one time, the Trustee selects the Senior Notesnotes to be redeemed in a manner it determines to be fair.

If we issue Senior Notesnotes with remarketing features, an applicable pricing or prospectus supplement will describe the terms for the Senior Notesnotes including: interest rate, remarketing provisions, our right to redeem Senior Notes,notes, the holders’ right to tender Senior Notes,notes, and any other provisions.

If we issue Senior Notenote certificates, they will be registered in the name of the noteholder.  The Senior Notesnotes may be transferred or exchanged, pursuant to administrative procedures in the Indenture, without the payment of any service charge (other than any tax or other governmental charge) by contacting the paying agent.  Payments on Senior Notenote certificates will be made by check.

The interest rate on the Senior Notesnotes will either be fixed or floating.  The interest paid will include interest accrued to, but excluding, the date of maturity or redemption.  Interest is generally payable to the person in whose name the Senior Notenote is registered at the close of business on the record date before each interest payment date.  Interest payable at maturity or redemption, however, will be payable to the person to whom principal is payable.

Unless an applicable pricing or prospectus supplement states otherwise, if we issue a Senior Notenote after a record date but on or prior to the related interest payment date, we will pay the first interest payment on the interest payment date after the next record date.  We will pay interest payments by check or wire transfer, at our option.

A pricing or prospectus supplement will designate the record dates, payment dates and the fixed rate of interest payable on a Senior Note.note.  We will pay interest monthly, quarterly or semi-annually, and upon maturity or redemption.  Unless an applicable pricing or prospectus supplement states otherwise, if any payment date falls on a day that is not a business day, we will pay interest on the next business day and no additional interest will be paid.  Interest payments will be the amount of interest accrued to, but excluding, each payment date.  Interest will be computed using a 360-day year of twelve 30-day months.

Each floating rate Senior Notenote will have an interest rate formula.  The applicable pricing supplement will state the initial interest rate or interest rate formula on each Senior Notenote effective until the first interest reset date.  The applicable pricing or prospectus supplement will state the method and dates on which the interest rate will be determined, reset and paid.

"“Event of Default"Default” means any of the following:

An Event of Default for a particular series of Senior Notesnotes does not necessarily mean that an Event of Default has occurred for any other series of Senior Notesnotes issued under the Indenture.  If an Event of Default occurs and continues, the Trustee or the holders of at least 33% of the principal amount of the Senior Notesnotes of the series affected may require us to repay the entire principal of the Senior Notesnotes of such series within ten days after the date of such notice ("(“Repayment Acceleration"Acceleration”).  In most instances, the holders of at least a majority in aggregate principal amount of the Senior Notesnotes of the affected series may rescind a previously triggered Repayment Acceleration if we have first cured our default by depositing with the Trustee enough money to pay all (unaccelerated) past due amounts and penalties, if any.

The Trustee must within 90 days after a default occurs, notify the holders of the Senior Notesnotes of the series of default unless such default has been cured or waived.  We are required to file an annual certificate with the Trustee, signed by an officer, concerning any default by us under any provisions of the Indenture.

Subject to the provisions of the Indenture relating to its duties in case of default, the Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any holders unless such holders offer the Trustee reasonable indemnity.  Subject to the provisions for indemnification, the holders of a majority in principal amount of the Senior Notesnotes of any series may direct the time, method and place of conducting any proceedings for any remedy available to, or exercising any trust or power conferred on, the Trustee with respect to such Senior Notes.notes.

Under the Indenture, our rights and obligations and the rights of the holders of any Senior Notesnotes may be changed.  Any change affecting the rights of the holders of any series of Senior Notesnotes requires the consent of the holders of not less than a majority in aggregate principal amount of the outstanding Senior Notesnotes of all series affected by the change, voting as one class.  However, we cannot change the terms of payment of principal or interest, or a reduction in the percentage required for changes or a waiver of default, unless the holder consents.  We may issue additional series of Senior Notesnotes and take other action that does not affect the rights of holders of any series by executing supplemental indentures without the consent of any noteholders.

We may merge or consolidate with any entity or sell substantially all of our assets as an entirety as long as the successor or purchaser expressly assumes the payment of principal, and premium, if any, and interest on the Senior Notes.notes.

If this happens, the noteholders of the series will not be entitled to the benefits of the Indenture except for registration of transfer and exchange of Senior Notesnotes and replacement of lost, stolen or mutilated Senior Notes.notes.

The Indenture and Senior Notesnotes of all series will be governed by the laws of the State of New York.

We and our affiliates use or will use some of the banking services of the Trustee and other services of its affiliates in the normal course of business.

We may sell the securitiesnotes (a) through agents; (b) through underwriters or dealers; or (c) directly to one or more purchasers.

SecuritiesNotes may be sold on a continuing basis through agents designated by us.  The agents will agree to use their reasonable efforts to solicit purchases for the period of their appointment.

The Agentsagents will not be obligated to make a market in the securities.notes.  We cannot predict the amount of trading or liquidity of the securities.notes.

If underwriters are used in the sale, the underwriters will acquire the securitiesnotes for their own account.  The underwriters may resell the securitiesnotes in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale.  The obligations of the underwriters to purchase the securitiesnotes will be subject to certain conditions.  The underwriters will be obligated to purchase all the securitiesnotes of the series offered if any of the securitiesnotes are purchased.  Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

We may also sell securitiesnotes directly.  In this case, no underwriters or agents would be involved.

Underwriters, dealers, and agents that participate in the distribution of the securitiesnotes may be underwriters as defined in the Securities Act of 1933 (the “Act”), and any discounts or commissions received by them from us and any profit on the resale of the securitiesnotes by them may be treated as underwriting discounts and commissions under the Act.

We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Act or to contribute to payments that each underwriter, dealer or agent may be required to make in respect thereto.

Underwriters, dealers and agents and their respective affiliates may engage in transactions with, or perform services for, us or our affiliates in the ordinary course of their businesses.

Jeffrey D. Cross or Thomas G. Berkemeyer, Deputy General Counsel and Associate General Counsel, respectively, of American Electric Power Service Corporation, our service company affiliate, will issue an opinion about the legality of the securitiesnotes for us.  Dewey Ballantine& LeBoeuf LLP, New York, NY will issue an opinion for the agents or underwriters.  From time to time, Dewey Ballantine& LeBoeuf LLP acts as counsel to our affiliates for some matters.

The consolidated financial statements and the related consolidated financial statement schedule incorporated by reference in this prospectus from the Southwestern Electric Power Company Consolidated Annual Report on Form 10-K for the year ended December 31, 20062008, as modified by our current report on Form 8-K dated May 1, 2009 for the retrospective application of SFAS 160, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports (which reports express an unqualified opinion and, as to the report related to the consolidated financial statements, includes an explanatory paragraph concerning the adoption of new accounting pronouncements in 20042009, 2007 and 2006), which are incorporated herein by reference,reference.  Such financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

*           Estimated, except for filing fees.

Reference is made to the Underwriting Agreement filed as Exhibit 1(a) hereto which provides for indemnification, under certain circumstances, of the Company, certain of its directors and officers, and persons who control the Company, under certain circumstances.Company.