As filed with the Securities and Exchange Commission on June 4, 1996

                                
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Registration No. 33-_____   
_________________________________________________________________
_________________________________________________________________
                   333-
SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON,
Washington, D.C. 20549
                           ____________________

                                 
FORM S-3
REGISTRATION STATEMENT
                                   Under
                         
UNDER
THE SECURITIES ACT OF 1933
                            ____________________

                    
SOUTHWESTERN PUBLIC SERVICE COMPANY
          (Exact
(Exact name of Registrantregistrant as specified in its charter)

                  New Mexico                              75-0575400
       (State or other jurisdiction                  (I.R.S. Employer
    of incorporation or organization)              Identification No.)

                              
NEW MEXICO
75-0575400
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
Tyler at Sixth Street
Amarillo, Texas 79101
                              (806) 378-2121

            (Address,
(303) 571-7511
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

                              Bill D. Helton
GARY L. GIBSON
President and Chairman of the Board
Southwestern Public Service Company
Tyler at Sixth Street
Amarillo, Texas 79101
(303) 571-7511
DAVID HUDSON
Corporate Secretary
Southwestern Public Service Company
Tyler at Sixth Street
Amarillo, Texas 79101
(303) 571-7511
(Name and Chief Executive Officer
                              Tyler at Sixth
                          Amarillo, Texas  79101
                              (806) 378-2121

             (Name, address, including zip code, and telephone
            number, including area code, of agent for service)

                                Copies
Copy to:

                              Gary W. Wolf, Esq.
                          Cahill Gordon
ROBERT J. JOSEPH
Jones, Day, Reavis & Reindel
                                 80 Pine Street
                         New York, New York  10005
                           ___________________

                                    -2-


Pogue
77 West Wacker
Chicago, Illinois 60601
(312) 269-4176
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
                           ____________________registration statement becomes effective.
   If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ____
                                  /___// /
   If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ____
                                  /_X_//x/
   If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ____
                                   /___// /
   If thethis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ____
                                   /___// /
   If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ____
                                   /___/




                           ____________________


  

                                    -3-

                      / /
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
______________________________________________________________________________
                     :              : Proposed :   Proposed    :
                     :              : maximum  :   maximum     :
   Title

Title of Each Class of Securities to be Registered
 
Amount to be Registered
 
Proposed Maximum Offering Price Per Unit(1)
 
Proposed Maximum Aggregate Offering Price
 
Amount of Registration Fee
Debt Securities
 
$500,000,000
 
100%
 
$500,000,000
 
$125,000
(1)
Estimated solely for purposes of each     :    Amount    : offering :   aggregate   :  Amount of
class of securities  :    to be     : price per:   offering    :calculating registration to be registered    :  registered  : unit     :   price       :    fee      
                     :              :          :               :
Preferred Stock      :  (1)(4)      : (2)      :   (1)(2)(4)   :
Debt Securities      :  (1)(3)      : (2)      :   (1)(2)(3)   :
_____________________:______________:__________:_______________:______________
Total                : $150,000,000 : (2)     :   $150,000,000 : $51,724.14 (5)
______________________________________________________________________________

(1) In no event will the aggregate maximum offering price of all securities 
    issued pursuant to this Registration Statement exceed $150,000,000.  Any 
    securities registered hereunder may be sold separately or as units with 
    other securities registered hereunder.
(2) fee.

The proposed maximum offering price per unit will be determined, from time 
    to time, by the Registrant in connection with the issuance by the 
    Registrant of the securities registered hereunder.
(3) Subject to Footnote (1), there is being registered hereunder an 
    indeterminate principal amount of Debt Securities.
(4) Subject to Footnote (1), there are being registered hereunder an 
    indeterminate number of shares of Preferred Stock (par value $1 per share).
(5) Calculated pursuant to Rule 457(o).
                           ____________________

            The Registrantregistrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statementregistration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

            This Registration Statement is also a post-effective amendment to 
Registration Statement No. 33-53171.  Pursuant to Rule 429 under the Securities 
Act of 1933, as amended, the Prospectus contained herein also covers 
$70,000,000 aggregate amount of securities previously registered under that 
Registration Statement.
         _________________________________________________________________
         _________________________________________________________________

SUBJECT TO COMPLETION, DATED JUNE 4, 1996

18, 2001
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 it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS
                               $220,000,000

                    

SOUTHWESTERN PUBLIC SERVICE COMPANY

DEBT SECURITIES
                              PREFERRED STOCK
                           ____________________

            Southwestern Public Service Company (the "Company") intends
    We may offer for sale from time to time up to $500,000,000 aggregate principal amount of our unsecured debt securities. We refer to the debt securities being offered by this prospectus as "Debt Securities." We may sell shares of its Preferred Stock, $1 par value (the "New 
Preferred Stock"), and/or itsthe Debt Securities (the "Debt Securities") 
consisting of First Mortgage Bonds (the "New Bonds"), in one or more series and/(i) through underwriters or unsecured Debenturesdealers, (ii) directly to a limited number of institutional purchasers, or Notes (the "New Unsecured Securities",(iii) through agents. See "Plan of Distribution." The amount and collectively withterms of the New Preferred Stock and the New Bonds, the
"Securities"), in one or moresale of a series each on terms toof Debt Securities will be determined at the time of sale and included in a prospectus supplement that will accompany this prospectus. That prospectus supplement will include if applicable:
•
The names of any underwriters, dealers or agents involved in the distribution of that series of Debt Securities;

•
Any applicable commissions or discounts and the net proceeds to us from that sale;

•
The aggregate principal amount and offering price of that series of the Debt Securities;

•
The rate or rates (or method of calculation) of interest;

•
The time or times and place of sale.  payment of interest;

•
The aggregate offering pricematurity date or dates; and

•
Any redemption terms or other specific terms of that series of Debt Securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
    The date of this prospectus is    , 2001.
You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or the documents incorporated by reference is accurate as of any date other than the date on the front of those documents.

TABLE OF CONTENTS

Page
ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION
1
FORWARD-LOOKING STATEMENTS
2
SOUTHWESTERN PUBLIC SERVICE COMPANY
3
USE OF PROCEEDS
3
RATIO OF EARNINGS TO FIXED CHARGES
3
DESCRIPTION OF DEBT SECURITIES
4
BOOK-ENTRY SYSTEM
10
LEGAL OPINIONS
11
EXPERTS
11
PLAN OF DISTRIBUTION
12
i

ABOUT THIS PROSPECTUS
    This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission utilizing a "shelf" registration process. Under this shelf process, we may, over the next two years, sell any combination of the Debt Securities and the New Preferred Stockdescribed in this prospectus in one or more offerings up to be sold will not exceed $220,000,000.  All 
specific termsa total dollar amount of the offering and sale of the Securities, including (i) the 
specific number of shares, designation, issue price, voting rights,
rate and terms of payment of dividends and redemption provisions and sinking 
fund terms, if any, liquidation preferences, or other special rights, if any, 
and any other terms and conditions of the New Preferred Stock, (ii) the 
specific designation, aggregate principal amount, maturity, rate and terms of 
payment of interest, redemption provisions, sinking fund terms, if any, and 
any other terms and conditions$500,000,000. This prospectus provides you with a general description of the Debt Securities and (iii) otherwe may offer. Each time we sell Debt Securities, we will provide a prospectus supplement that will contain specific terms and any listing on a securities exchange of the Securities in respect 
of which this Prospectus is being delivered will be set forth in a Prospectus 
Supplement ("Prospectus Supplement"), together withinformation about the terms of offering of 
such Securities.that offering. The Securities willprospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading "WHERE YOU CAN FIND MORE INFORMATION." We believe we have included all information material to investors but some details that may be offered as set forth under "Plan of 
Distribution".
                           ____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION 
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF 
THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                           ____________________

The date ofimportant for specific investment purposes have not been included. To see more detail, you should read the exhibits filed with this Prospectus is _______, 1996registration statement.

WHERE YOU CAN FIND MORE INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A 
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE 
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR MAY 
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR 
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE 
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE

                                    -2-

UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS 
OF ANY SUCH STATE.



                                    -3-



                           AVAILABLE INFORMATION

            Southwestern Public Service Company (the "Company")
is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act")
    We file annual, quarterly and in accordance there-
with filesspecial reports, and other information with the Securities and Exchange Commission (the "Commission") which may be
inspected and copiedCommission. Our SEC filings are available to the public over the Internet at the offices ofSEC's web site at http://www.sec.gov. You may also read and copy any document we file at the Commission,
Room 1024,SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549; 500
West Madison Street, Suite 1400, Chicago, Illinois 60661;20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
    The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and Seven World Trade Center, Suite 1300, New York, New York 10048,information that we file later with the SEC will automatically update and copies of such material can be obtained fromsupersede this information. We incorporate by reference our Annual Report on Form 10-K for the Public
Reference Sectionperiod ended December 31, 2000, filed with the SEC on March 28, 2001, our Quarterly Report on Form 10-Q for the period ended March 31, 2001, and any future filing made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Commission, Washington, D.C. 20549, at
prescribed rates.  Certain securitiesSecurities Exchange Act of 1934 after the date of the Companyinitial registration statement or until we sell all of the securities.
    We are listed
onnot required to, and do not, provide annual reports to holders of our debt securities unless specifically requested by a holder.
    You may request a copy of these filings at no cost, by writing or telephoning us at the New York, Chicagofollowing address:
Corporate Secretary
Southwestern Public Service Company
Tyler at Sixth Street
Amarillo, Texas 79101
(303) 571-7511
1

FORWARD-LOOKING STATEMENTS
    This prospectus and Pacific Stock Exchanges.  Reports,
proxythe documents it incorporates by reference contain statements that are not historical fact and informationconstitute "forward-looking statements." When we use words like "believes," "expects," "anticipates," "intends," "plans," "estimates," "may," "should" or similar expressions, or when we discuss our strategy or plans, we are making forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Our future results may differ materially from those expressed in these forward-looking statements. These statements are necessarily based upon various assumptions involving judgments with respect to the future and other information con-
cerningrisks, including, among others:
•
general economic conditions, including their impact on capital expenditures

•
business conditions in the Company can be inspected at such exchanges.


              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The following documentsenergy industry

•
competitive factors

•
unusual weather

•
changes in federal or state legislation, including the status and implementation of restructuring legislation in Texas and New Mexico, our two primary jurisdictions

•
regulation

•
the other risk factors listed from time to time by us in reports filed by the Company with the Securities and Exchange Commission (File No. 1-3789) pursuant
    You are cautioned not to the the 1934 Actrely unduly on any forward-looking statements. These risks and uncertainties are incorporated herein by reference as of their respective dates
of filingdiscussed in more detail under "Business", "Management's Discussion and shall be deemedAnalysis" and "Notes to be a part hereof:

            1.    The Company'sConsolidated Financial Statements" in our Annual Report on Form 10-K, for the year ended AugustDecember 31, 1995 (the "1995 Form 10-K").

            2.    The Company's Quarterly Reports2000, and other documents on Form 10-Q forfile with the quarters ended November 30, 1995 (the "November Quarterly
Report")Securities and February 29, 1996 (the "February Quarterly
Report")Exchange Commission. You may obtain copies of these documents as described under "WHERE YOU CAN FIND MORE INFORMATION".

            3.    The Company's Current Reports on Form 8-K filed
February 
2 1996 and February 26, 1996.

            4.    Joint Proxy Statement/Prospectus for the Annual
Meeting held January 31, 1996 included

SOUTHWESTERN PUBLIC SERVICE COMPANY
    We are an operating utility engaged primarily in the Registration
Statement on Form S-4 of New Century Energies, Inc. (Registra-
tion No. 33-64951).

            All documents filed by the Company pursuant to Sec-
tions 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Prospectus and prior to the termination of this offer-
ing shall also be deemed to be incorporated by reference in

  

                                    -4-



this Prospectus and to be a part hereof from the date of filing
of such documents.

            The Company hereby undertakes to provide without
charge to each person, including any beneficial owner, to whom
a copy of this Prospectus has been delivered, on the request of
any such person, a copy of any or all documents referred to
above which have been or may be incorporated by reference in
this Prospectus (not including exhibits to such incorporated
information that are not specifically incorporated by reference
into such information).  Requests for such copies should be
directed to Secretary, Southwestern Public Service Company,
Tyler at Sixth, Amarillo, Texas 79101.

                                THE COMPANY

            The Company, incorporated under the laws of the State
of New Mexico in 1921, is principally engaged in the genera-
tion,generation, transmission, distribution and sale of electricity. We serve approximately 390,000 electric energycustomers in portions of Texas, New Mexico, Oklahoma and Kansas. The elec-
tric properties comprise an interconnected system.  A major portion of the Company'sour electric operating revenues is derived from operations in Texas.  The Company has two wholly owned
non-utility subsidiaries, Utility Engineering Corporation and
Quixx Corporation.  The principal executive offices
    We were incorporated in 1921 under the laws of the Com-
pany are located at Tyler at Sixth, Amarillo, Texas 79101 (Tel:
806-378-2121).

            At the annual meetingState of the Company's shareholders
held on January 31, 1996, the shareholders approved the pro-
posed "merger of equals" of the Company andNew Mexico. On August 1, 1997, we combined with Public Service Com-
panyCompany of Colorado ("PSCo") (the "Merger Agreement").  Pursuant
to the termsform New Century Energies, Inc., and we became a wholly-owned subsidiary of the Merger Agreement, upon satisfaction or
waiver of the terms and conditions thereof, the Company and
PSCo will become wholly owned subsidiaries ofNew Century Energies, Inc., a newregistered holding company calledunder the Public Utility Holding Company Act of 1935. On August 18, 2000, New Century Energies, Inc. merged into Xcel Energy Inc. (formerly named Northern States Power Company). We are now a wholly-owned subsidiary of Xcel Energy Inc. Xcel Energy Inc. is a registered holding company under the Public Utility Holding Company Act of 1935.
Recent Developments: Delay in Retail Restructuring
    In April 1999 New Mexico enacted the Electric Industry Restructuring Act of 1999 (the "Restructuring Act"). Pursuant to authority delegated by the Restructuring Act, the New Mexico Public Regulation Commission extended the deadline for implementation of customer choice service in New Mexico from January 1, 2001 to January 1, 2002. In March 2001, the Governor of New Mexico signed into law a five-year delay for the implementation of customer choice. Customer choice is now scheduled for implementation in New Mexico beginning in January 2007.
The CompanyTexas Electric Choice Act (the "Act") was enacted in June 1999, mandating full retail competition in Texas on January 1, 2002. Provisions were included in the Act to deal specifically with our company, recognizing that transmission constraints and PSCo
will maintain their separate identities and continuemarket power concerns required a more structured schedule to serve
customersopening our service area to customer choice. In the recent 2001 legislative session, additional changes were made to the provisions relating to us to actually defer competition in their respectiveour service areas.  The Company's
debt and any preferred stock (including the Securities)area until at least January 1, 2007. This delay only applies to us; other areas of the Company outstanding atstate will go forward with retail competition in 2002. During the time of effectivenessdelay period, we will be exempt from most of the merger
will remain outstanding debt and preferred stockrequirements of the Company
and the terms and conditions thereofAct. We will not change.  The
transaction is subjectbe required to various conditions includingparticipate in capacity auctions or the receipt of approvals from various statestatewide pilot project, and federal regulators.


  

                                    -5-



                              will be not required to achieve corporate separation.

USE OF PROCEEDS

            The
    We will use the net proceeds from the sale of the Debt Securities to retire short-term debt that was issued (1) to redeem prior to maturity our outstanding First Mortgage Bonds in anticipation of restructuring related to deregulation in New Mexico and Texas, and (2) to fund capital expenditures for acquisition of utility property and for construction, extension and improvement of our utility facilities and service. Our short-term borrowings aggregated approximately $621 million as of May 31, 2001. The specific allocation of the proceeds of a particular series of the Debt Securities will be used as described in the Prospectus Supplement by which such
Securities are offered.prospectus supplement.

RATIO OF EARNINGS RATIOS

            The RatioTO FIXED CHARGES
(unaudited)
 
Quarter
Ended
March 31, 2001
 
Year Ended December 31,
 
Transition
Period
 
Year
Ended
August 31, 1996
 


 
2000
 
1999
 
1998
 
1997
 


 


Ratio of Earnings to Fixed Charges
3.7
 
2.9
 
3.5
 
3.8
 
3.0
 
2.6
 
4.2
3
    For purposes of Earningscomputing the ratio of earnings to Fixed Chargesfixed charges, (i) earnings consist of net income plus fixed charges, federal and state income taxes, deferred income taxes and investment tax credits; and (ii) fixed charges consist of interest on long-term debt, other interest charges, the Ratiointerest component on leases and amortization of Earnings to Combined Fixed Chargesdebt discount, premium and Preferred Dividend
Requirements for each of the periods indicated is as follows:



                                                       Twelve Months Ended              
                                    February 29,            August 31,
                                    ------------    ----------------------------
                                       1996         1995  1994  1993  1992  1991
                                       ----         ----  ----  ----  ----  ----

Ratio of
Earnings to  

  Fixed Charges:                      4.94          5.10  4.76  4.82  4.53  4.67

  Combined Fixed 
   Charges and
   Preferred
   Dividend
   Requirements:                      4.26          4.37  4.04  4.01  3.63  3.79



            The Ratios for future periods will be included in the
Company's Reports on Form 10-K and 10-Q.  Such Reports are
incorporated by reference into this Prospectus at the time they
are filed.


                    expense.

DESCRIPTION OF NEW PREFERRED STOCKDEBT SECURITIES
    The following description below contains summaries of the New Preferred Stock
sets forth certain general terms andselected provisions of the Compa-
ny's Restated Articles of Incorporation (the "Articles")indenture, including the supplemental indenture, under which the Debt Securities will be issued. These summaries are not complete. The indenture and the Company's Mortgage (see "Descriptionform of New Bonds") appli-
cable to any series of New Preferred Stock.  The definitive
terms of any such series of New Preferred Stock are set forth
in the Prospectussupplemental indenture have been filed as amended and supplemented by the Prospectus
Supplement by which such series of New Preferred Stock is
offered.  This Prospectus includes brief outlines of certain
provisions contained in the Articles and such Mortgage and does
not purport to be complete.  Copies of instruments constituting


  

                                    -6-



the Articles and the Mortgage are Exhibitsexhibits to the Registration
Statement and reference is made theretoregistration statement. You should read them for further information
including definitions of certain terms used herein.

General

            Underprovisions that may be important to you. In the Articles, the Board of Directors is autho-
rized, without further shareholder action,summaries below, we have included references to provide for the
issuance of up to 10,000,000 shares of preferred stock, $1 par
value (the "Preferred Stock").  Assection numbers of the dateindenture so that you can easily locate these provisions.
    We are not required to issue future issues of indebtedness under the indenture described in this Prospec-
tus,prospectus. We are free to use other indentures or documentation, containing provisions different from those described in this prospectus, in connection with future issues of other indebtedness.
General
    We may issue the Company has no Preferred Stock issued or outstanding. 

            The New Preferred Stock may be issuedDebt Securities in one or more series, with such designations or titles; any voting powers;
dividend rates and dates of payment; whether of not dividends
shall be cumulative and, if cumulative, the date or dates from
which dividends shall be cumulative; any redemption provisions,
special or relative rights in the event of liquidation, disso-
lution, distribution or winding up of the Company; any sinking
fund provisions; any conversion provisions; and any other pref-
erences, privileges, powers, rights, qualifications, limita-
tions and restrictions, as shall be set forth as and when
established by the Board of Directors of the Company and not
inconsistent with applicable law or the Articles.  The shares
of any series of New Preferred Stock will be, when issued,
fully paid and non-assessable and holders thereof will have no
preemptive rights in connection therewith.

            The liquidation preference of any series of New Pre-
ferred Stock is not necessarily indicative of the price at
which shares of such series of New Preferred Stock will actu-
ally trade at or after the time of their issuance.  The market
price of the shares of any series of New Preferred Stock can be
expected to fluctuate with changes in market and economic con-
ditions, the financial condition and prospects of the Company,
and other factors that generally influence the market price of
securities.

Voting Rights

            Except as indicated in the Prospectus Supplement
relating to a particular series of New Preferred Stock or
except as expressly required by applicable law or the Articles,
the holders of shares of New Preferred Stock will not have vot-
ing rights.




  

                                    -7-



            The terms of the Preferred Stock may not be adversely
changed without the consent of a majority in aggregate voting
power of the Preferred Stock then outstanding or, if one or
more but less than all of the shares thereof are so affected, a
majority in aggregate voting power of the affected series vot-
ing as one class.

Dividend Rights

            Holders of each series of New Preferred Stock will be
entitled to receive, when, as and if declared by the Board of
Directors of the Company out of funds legally available there-
fore, cash dividends at such rates (which may be variable or
fixed, and if variable an index formula or other method may be
used) and on such dates as are set forth in the Prospectus Sup-
plement relating to such series of New Preferred Stock.  Divi-
dends will be payable to holders of record of New Preferred
Stock as they appear on the books of the Company on such record
dates as shall be fixed by the Board of Directors.  Unless
otherwise specified in the Prospectus Supplement relating to a
series of New Preferred Stock, such dividends shall be payable
from, and shall be cumulative from, the date of original issue
of each share, so that if in any dividend period (being the
period between such dividend payment dates) dividends at the
rate or rates as described in the Prospectus Supplement relat-
ing to such series of New Preferred Stock shall not have been
declared and paid or set apart for payment on all outstanding
shares of Preferred Stock for such dividend period and all pre-
ceding dividend periods from and after the first day from which
dividends are cumulative, then the aggregate deficiency shall
be declared and fully paid or set apart for payment, but with-
out interest, before any dividends shall be declared or paid or
set apart for payment on the Common Stock by the Company.  The
cutting-off of dividends on Common Stock until the arrearages
have been paid or provided for, as outlined above, and such
rights, if any, to vote for the election of directors as may be
set forth in the Prospectus Supplement relating to a series of
New Preferred Stock, shall (unless otherwise set forth in the
Prospectus Supplement) be the only consequences of the failure
to declare or pay dividends on the New Preferred Stock.  After
payment in full of all dividend arrearages on the New Preferred
Stock, dividends on the Common Stock may be declared and paid
out of funds legally available for that purpose as the Board of
Directors may determine.

            The Mortgage pursuant to which the Company's First
Mortgage Bonds are issued contains a covenant limiting the


  

                                    -8-



amount of dividends that the Company may declare on any stock,
including Preferred Stock.  (See "Description of New Bonds --
Dividend Covenant.")

Redemption and Sinking Fund Provisions

            Any provisions relating to the redemption by the Com-
pany or for a sinking fund or for redemption at the option of
the holders of any series of New Preferred Stock will be as set
forth in the Prospectus Supplement by which such New Preferred
Stock is to be offered.

            Any provisions relating to limitations and restric-
tions upon the payment of dividends or the making of other dis-
tributions on, and upon the purchase, redemption, or other
acquisition by the Company of, the Common Stock or any other
class or classes of stock of the Company ranking junior to the
New Preferred Stock as to dividends or upon liquidation, disso-
lution, or winding up of the Company will be as set forth in
the Prospectus Supplement.  (See "Description of New Bonds --
Dividend Covenant" for present restrictions on the purchase or
redemption of, or payments or distributions made in respect of
Preferred Stock by the Company.)

Ranking and Restriction on Indebtedness

            The relative rank, preference, and priority of the
New Preferred Stock, with respect to dividend rights, and
rights on liquidation, winding up and dissolution, will be as
set forth in the Prospectus Supplement and in the Certificate
of Designation of the series when issued.  The New Preferred
Stock may rank senior to, junior to, or on a parity with any
other classes of equity securities issued by the Company, the
terms of which specifically provide that such equity securities
will rank junior to, senior to, or on parity with, such series
of New Preferred Stock.

            Any provisions respecting the conditions or restric-
tions upon the creation of indebtedness of the Company or upon
the issuance of additional stock (including additional shares
of such series or any other class) ranking on a parity with or
senior to the New Preferred Stock as to dividends or distribu-
tion of assets upon liquidation, dissolution, or winding up of
the Company will be as set forth in the Prospectus Supplement.





  

                                    -9-



Liquidation Rights

            In the event of liquidation, holders of the New Pre-
ferred Stock may be entitled to receive, from assets available
for distribution to stockholders, a preferential amount fixed
for the respective series.  Provisions relating to the liquida-
tion preference payable on each series of New Preferred Stock
will be set forth in the applicable Prospectus Supplement by
which such New Preferred Stock will be offered.

Transfer Agent and Registrar

            The transfer agent and registrar for the New Pre-
ferred Stock will be Society National Bank, Cleveland, Ohio or
its successor.


                         DESCRIPTION OF NEW BONDS

General

            The New Bonds will be issued in one or morenew series under thean Indenture of Mortgagedated February 1, 1999 between us and Deed of Trust, dated
August 1, 1946, to ChemicalThe Chase Manhattan Bank, as trustee (the "Bond Trus-
tee""Trustee"). This indenture, as previously supplemented and amendedby a supplemental indenture and as it is to be supple-
mentedsupplemented by a new supplemental indenture for each series of New Bonds
(such indenture,Debt Securities, is referred to in this prospectus as so supplemented and amended, the "Mort-
gage").  This Prospectus includes brief outlines of certain
provisions contained in the Mortgage and does not purport to be
complete.  Copies of the instruments constituting the Mortgage
are Exhibits to the Registration Statement and reference is
made thereto for further information including definitions of
certain terms used herein."Indenture." The principal, premium, if any, and interest on the
New Bonds are payable at the principal corporate trust office
of Chemical Bank in New York, New York (unless the Company
shall designate and maintain some other office or agency for
such purpose), unless the Prospectus Supplement provides other-
wise.  Each series of New Bonds will have a stated principal
amount, maturing date(s), interest rate(s) and other specific
terms as may be determined at the time of sale, all of whichDebt Securities will be set forth in the Prospectus Supplement relating to such
series.  Interest, payable semiannually at the rate set forth
in such Prospectus Supplement, will be paid to the persons in
whose names the New Bonds are registered at the close of busi-
ness on the record date set forth therein.  Unless otherwise


  

                                   -10-



indicated in a Prospectus Supplement relating thereto, the New
Bonds will be issuable only as fully registered bonds in denom-
inations of $1,000 and integral multiples thereof,unsecured obligations and will be
exchangeable forrank on a parity with our other New Bonds ofexisting and future unsecured and unsubordinated indebtedness. We refer in this prospectus to debt securities issued under the same series in equal
aggregate principal amounts without any serviceIndenture, whether previously issued or other charge
therefor by the Company, except for any applicable taxes or
governmental charges.  

            The New Bonds of a series mayto be issued in whole or
in part in the formfuture, including the Debt Securities, as the "securities." The amount of one or more global New Bondssecurities that will
be deposited with, or on behalf of, The Depository Trust Com-
pany or another depository identified in the Prospectus Supple-
ment relating to the series (the "Depository").  If issued,
Global New Bondswe may be issued in registered or uncertificated
form and in either temporary or permanent form.  Unless and
until it is exchanged in whole or in part for New Bonds in
definitive form, a global New Bond may not be transferred
except as a whole by the Depository to a nominee or a successor
depository.  See "Book-Entry Only System".

            Unless otherwise indicated in a Prospectus Supple-
ment, the covenants contained in the Mortgage and the New Bonds
do not afford holders of the New Bonds special protection in
the event of a highly leveraged transaction involving the Com-
pany that may adversely affect the holders of New Bonds.

Optional Redemption Provisions

            The Prospectus Supplement for each series of New
Bonds will indicate if such series is subject to redemption at
the option of the Company prior to maturity.  If so, the Pro-
spectus Supplement will include the terms of such redemption,
which will be made upon thirty days' notice and in the manner
provided in the Mortgage.  The provisions of this paragraph do
not apply to redemptions pursuant to operation of any sinking
fund (Mortgage, Articles 8 and 11).

Sinking and Improvement Fund

            For each series of New Bonds for which the Company
determines to provide a sinking and improvement fund, the terms
of such fund will be described in the Prospectus Supplement
relating to that series.






  

                                   -11-



Security

            Each series of New Bonds together with all other
Bonds heretofore or hereafter issuedissue under the Mortgage will be
equally and ratably secured by the Mortgage, which constitutes,
in the opinion of Hinkle, Cox, Eaton, Coffield & Hensley,
L.L.P., counsel for the Company, a valid and direct first lien
(subject to Permitted Encumbrances) on all the present proper-
ties (principally generating plants and transmission and dis-
tribution facilities) and franchises of the Company, other than
Excepted Property, subject only to a reversionary interest in
the site of the Company's generating plant near Borger, Texas,
conditioned upon its continued use in the generation, transmis-
sion and distribution of electric energy, and to certain minor
defects in the Company's title to the sites of certain of its
transmission and distribution lines, substations and minor
structures.  Neither such reversionary interest nor such minor
defects, in the opinion of such counsel, materially interferes
with the use or operation of the Company's properties.

            The Mortgage contains provisions for subjecting to
the lien thereof (subject to limitations contained in
Article 15 in case of a merger or transfer or lease of the Com-
pany's assets) after-acquired property other than Excepted
Property.  After-acquired property may, subject to certain lim-
itations, be subject to prior liens (Mortgage Section 9.15), but, if
so subject, may not be included in Gross Bondable Additions or
Net Bondable Additions under the Mortgage until the prior liens
thereon have been paid or prepaid (Mortgage Section 4.01).

Maintenance Covenant

            The Mortgage provides that the Company shall, on or
before October 1 in each year, deposit with the Trustee cash
equal to the excess of (i) 15% of operating revenues for the
year ended the preceding May 31 (less the cost of utility ser-
vices purchased for resale and a further sum equal to the cost
of fuel used to generate electricity in excess of 2.90 mills
per net kilowatt hour) with certain adjustments, over (ii) the
amounts charged on its books for maintenance and repairs during
such year.  Instead of depositing cash, the Company may (a)
deliver Bonds or certify that Bonds have been or are to be
retired (with certain exceptions) or (b) certify Gross Bondable
Additions.  Cash so deposited may be withdrawn in the same man-
ner as cash deposited on release of property, may be applied to
the purchase of Bonds, or may be applied to the redemption of
Bonds (Mortgage Section 9.06; Supplemental Indenture Section 1.02;


  

                                   -12-



Mortgage, Article 8).  Cash, Bonds and Gross Bondable Additions
used to satisfy the requirements of the Maintenance Covenant
may be deducted from Retirements in computing Net Bondable
Additions (Mortgage Section 4.01).

Issuance of Additional Bonds

            The maximum principal amount of Bonds which may be
outstanding under the Mortgage at any one time is
$3,000,000,000.  The Mortgage provides that Bonds may be issued
from time to time against (1) 60% of Net Bondable Additions
(Mortgage, Article 4), (2) Bonds retired or then to be retired
(with certain exceptions) (Mortgage, Article 6) or (3) cash
deposited with the Bond Trustee for such purpose, which cash
may be withdrawn from time to time against 60% of Net Bondable
Additions (Mortgage, Article 5).  With certain exceptions in
the case of (2) above, no additional Bonds may be issued unless
Net Earnings for 12 consecutive calendar months within the 15
immediately preceding calendar months, before interest and
income and profits taxes, are at least twice the annual inter-
est requirements on all Bonds outstanding and then to be issued
and on all prior lien indebtedness.  Based on the Company's
financial results for the twelve months ended August 31, 1995,
the Company could have issued approximately $316,330,000 prin-
cipal amount of additional Bonds under this restriction.  The
available amount of Net Bondable Additions and Retired Bonds at
August 31, 1995 was approximately $335,000,000 and $115,300,000
respectively.

Dividend Covenant

            The Mortgage provides that the Company will not
declare any dividends (other than dividends payable in its
stock) upon any shares of its stock, or make any payment on
account of the purchase, redemption or other retirement of, or
any distribution in respect of, any shares of its stock except
to the extent that the sum of (1) $1,278,243.59, (2) Net Income
of the Company, as defined, since June 1, 1946, and (3) net
proceeds received by the Company from the issue since such date
of any shares of its stock (but only up to an amount equal to
the aggregate amount of all payments since such date on account
of the acquisition of any shares of its stock), shall be
greater than the aggregate amount of dividends declared on all
classes of the Company's stock and of all payments made on
account of the acquisition of, or distribution in respect of,
any shares of its stock since such date (Mortgage Section 9.20).  At
August 31, 1995, approximately $949,000 of the Company's


  

                                   -13-



retained earnings of $378,458,000 was not available for any
such purpose under this limitation.  As a result of the 
redemption and repurchase of all of the then-outstanding
Preferred Stock of the Comany in December 1995 and January
1996, an additional $6,254,843 of retained earnings is
also not available.

Modification of the Mortgage

            The Mortgage, the rights and obligations of the Com-
pany and the rights of the Bondholders may be modified with the
consent of the holders of 66-2/3% of the Bonds, and, if less
than all series of Bonds are affected, the consent of the hold-
ers of 66-2/3% of the Bonds of each series affected (Mortgage
Section 19.06).  No modification of the terms of payment of princi-
pal, interest or premium and no modification reducing the per-
centage required for modification is effective against any
Bondholder without his consent.

            The Company has reserved the right to amend the Mort-
gage without any consent or other action by holders of any
series of Bonds created after July 15, 1992, including the New
Bonds, as shall be necessary in order to amend or delete in its
entirety the maintenance covenant set forth in the Mortgage,
and such covenant as amended by the Supplemental Indentures.
(See "Description of New Bonds -- Maintenance Covenant.")

Defaults

            An event of default is defined as:  default in pay-
ment of principal of any Bond; default for 30 days in payment
of interest upon any Bond or of sinking or improvement fund
installments in respect of any Bond; default under other cove-
nants for 60 days after notice to the Company by the Trustee or
holders of 10% of the Bonds; failure to discharge final money
judgments within 60 days; certain events in bankruptcy, insol-
vency, or reorganization; and certain assumptions of custody or
control of the Company or its assets by governmental agencies.
The Bond Trustee may withhold notice of default (except in pay-
ment of principal, interest or sinking or improvement fund
installments) if in its judgment it is in the interests of the
Bondholders (Mortgage Section 13.01).

            Holders of a majority of the Bonds may require the
Bond Trustee to, and holders of 25% of the Bonds may, declare
the principal and interest due and payable on default, but
holders of a majority of the Bonds may annul such declaration
if such default is cured (Mortgage Section 13.01).  No Bondholder may
enforce the Mortgage unless such holder shall have given the
Bond Trustee written notice of a default and unless the holders
of a majority of the Bonds have requested the Bond Trustee in


  

                                   -14-



writing to act and have offered the Bond Trustee reasonable
indemnity or security, if required, and the Bond Trustee shall
have failed to act for a period of 30 days (Mortgage Section 13.14).
The foregoing does not affect the right of each Bondholder to
enforce payment of principal and interest on the holder's Bond.
Holders of a majority of the Bonds may direct the Bond Trustee
to take action in the event of default (Mortgage Sections 13.04,
13.19).  The Bond Trustee is not required to risk its funds or
incur personal liability if there is reasonable ground for
believing that repayment is not reasonably assured (Mortgage Section
16.02).

            Other than in connection with applications made under
the Mortgage from time to time, periodic evidence is not
required to be furnished as to absence of default or as to com-
pliance with the terms of the Mortgage.limited. The Bond Trustee

            Chemical Bank is the Bond Trustee under the Mortgage.


                  DESCRIPTION OF NEW UNSECURED SECURITIES

            The New Unsecured Securities will be issued in one or
more series, under an Indenture ("Indenture") between the Com-
pany and the trustee to be named therein (the "Unsecured Secu-
rities Trustee") the form of which is filed as an Exhibit to
the Registration Statement.  The following summaries of certain
provisions of the Indenture do not purport to be complete and
are qualified in their entirety by express reference to the
Indenture.

            The Indenture will not limit the amount of New Unse-
cured Securities that can be issued thereunder and provides
that the New Unsecured Securitiessecurities may be issued in series up to the aggregate principal amount which may be authorized by us from time to time by the Company.time.
    The New UnsecuredDebt Securities may be issued in one or more series, may be issued at various times, may have differing maturity dates and may bear interest at differing rates. The prospectus supplement applicable to each issue of Debt Securities will be unsecured and will rank on a parity with all other unsecured
and unsubordinated debt of specify:
•
the Company.

            Reference is made to the Prospectus Supplement for
the following terms, if applicable, of the New Unsecured Secu-
rities offered thereby:  (1) the designation (e.g., Notes or
Debentures),title, aggregate principal amount, currency or composite currency and denominations; (2) denominations of that series of Debt Securities;

•
the price or prices (or method for determining price or prices) at which such New Unsecured


  

                                   -15-the Debt Securities will be issued and, if an index formula or other method is used, the method for determining amounts of principal or interest; (3) 

•
the maturity date(s); (4)  of that series of Debt Securities;

•
the interest rate(s) (which may be fixed or variable), if any; (5) any, of that series of Debt Securities;

•
the date or dates from which interest will accrue and on which interest will be payable, and the record dates for the payment of interest;
(6) 

•
the manner of paying principal or interest; (7) 

•
the place or places where principal and interest will be payable; (8) 

•
the terms of any mandatory or optional redemption by the Company,us, including the terms of any sinking fund; (9) 

•
the terms of any redemption at the option of Holders; (10) the holders;
4
•
whether such New 
Unsecuredthe Debt Securities are to be issuable as registered New 
UnsecuredDebt Securities, bearer New UnsecuredDebt Securities, or both, and whether and upon what terms any registered New UnsecuredDebt Securities may be exchanged for bearer New UnsecuredDebt Securities and vice versa; (11) 

•
whether such New Unsecuredthe Debt Securities are to be represented in whole or in part by a New UnsecuredDebt Security in global form and, if so, the identity of the depository for any global New UnsecuredDebt Security; (12) 

•
any tax indemnity provisions; 
(13) 

•
if the New UnsecuredDebt Securities provide that payments of principal or interest may be made in a currency other than that in which New UnsecuredDebt Securities are denominated, the manner for determining suchthose payments; (14) 

•
the portion of principal payable upon acceleration of a DiscountedDebt Security (as defined below)where the amount of principal due upon acceleration is less than the stated principal amount ("discounted security");
(15) 

•
whether and upon what terms New UnsecuredDebt Securities may be defeased; (16) 

•
any events of default or restrictive cove-
nantscovenants in addition to or in lieu of those set forth in the Indenture; (17) 

•
provisions for electronic issuance of New Unse-
curedDebt Securities or for New UnsecuredDebt Securities in uncertificated form; (18) 

•
the terms, if any, upon which the New
UnsecuredDebt Securities will be convertible into or exchangeable for other securities or other property of the Companyour company or another person; and (19) 

•
any additional provisions or other special terms not inconsistent with the provisions of the Indenture, including any terms that may be required or advis-
ableadvisable under United States laws or regulations, or advisable in connection with the marketing of the New UnsecuredDebt Securities.
    The New UnsecuredDebt Securities of a series may be issued in whole or in part in the form of one or more global New UnsecuredDebt Securities that will be deposited with, or on behalf of, the Depository.The Depository Trust Company ("DTC"), as depository ("Depository"). Global New UnsecuredDebt Securities may be issued in registered, bearer or uncertificated form and in either temporary or permanent form. Unless and untilUntil it is exchanged in whole or in part for New UnsecuredDebt Securities in definitive form, a global New UnsecuredDebt Security may not be transferred except as a whole by the Depository to a nominee or 
                                   -16-



a successor depository (Indenture Section 2.12).depository. (Section 2.12.) See "Book-Entry
Only System".

            New Unsecured"BOOK-ENTRY ONLY SYSTEM" in this prospectus.
    Debt Securities of any series may be issued as registered New UnsecuredDebt Securities, bearer New UnsecuredDebt Securities or uncertificated New UnsecuredDebt Securities, as spec-
ifiedspecified in the terms of the series. Unless otherwise indicated in the Prospectus Supplement,prospectus supplement, registered New Unsecured Securi-
tiesDebt Securities will be issued in denominations of $1,000 and whole multi-
ples thereofintegral multiples of $1,000, and bearer New UnsecuredDebt Securities will be issued in denominations of $5,000 and wholeintegral multiples thereof.of $5,000. One or more global New UnsecuredDebt Securities will be issued in a denomination or aggregate denominations equal to the aggregate principal amount of outstanding New UnsecuredDebt Securities of the series to be represented by such global New UnsecuredDebt Security or New UnsecuredDebt Securities.

            In
    Unless otherwise indicated in the prospectus supplement, in connection with its original issuance, no bearer New UnsecuredDebt Security will be offered, sold, resold, or mailed or otherwise delivered to any location in the United States and a bearer New UnsecuredDebt Security in definitive form may be delivered in connection with its original issuance only if the person entitled to receive the bearer New UnsecuredDebt Security furnishes certification as described in United States Treasury
regulation section 1.163-5(c)(2)(i)(D)(iii) (Indenture Section 2.04).

            For purposes of this Prospectus, unless otherwise
indicated, "United States" means the United States of America
(including the Statesa form acceptable to us and the District of Columbia), its terri-
toriesin compliance with applicable U.S. laws and possessions and all other areas subject to its
jurisdiction.  "United States person" means a citizen or resi-
dent of the United States, any corporation, partnership or
other entity created or organized in or under the laws of the
United States or a political subdivision thereof or any estate
or trust the income of which is subject to United States fed-
eral income taxation regardless of its source.regulations. (Section 2.04.)
    Any special United States federal income tax considerations applicable to bearer New UnsecuredDebt Securities will be described in the Pro-
spectus Supplementprospectus supplement relating thereto.to that series of Debt Securities.
5
    To the extent set forth in the Prospectus Supplement,prospectus supplement, except in special circumstances set forth in the Indenture, principal and interest on bearer New UnsecuredDebt Securities will be payable only upon surrender of bearer New Unsecured Securi-
tiesDebt Securities and coupons at aone of our paying agency of the Companyagencies located out-
sideoutside of the United States. During any period thereafter for
which it is necessary in order to conform to United States tax 
                                   -17-



law or regulations, the Companywe will maintain a paying agent outside the United States to which the bearer New UnsecuredDebt Securities and coupons may be presented for payment and will provide the necessary funds therefor to the paying agent upon reasonable notice.
    Registration of transfer of registered New UnsecuredDebt Securities may be requested upon surrender thereofof the Debt Securities at any agency of the Companyour agencies maintained for the purpose and upon ful-
fillmentfulfillment of all other requirements of the agent. Bearer New
UnsecuredDebt Securities and the coupons related theretocoupons will be transferable only by delivery.

            New Unsecured
    Debt Securities may be issued under the Indenture as Discounted New Unsecured Securitiesdiscounted securities to be offered and sold at a substantial discount from the principal amount thereof. Special United States federal income tax and other considerations applicable theretoconsiderations will be described in the Pro-
spectus Supplementprospectus supplement relating to such Discounted New Unsecured
Securities.  "Discounted New Unsecured Security" means a New
Unsecured Security where the amount of principal due upon
acceleration is less than the stated principal amount.

discounted securities.
Certain Covenants
    The New UnsecuredDebt Securities will not be secured by any of our properties or assets and will represent unsecured debt. Unless otherwise indicated in the prospectus supplement, the Indenture will not limit the amount of secured or unsecured debt of
the Company.that we may issue.
    Unless otherwise indicated in a Prospectus Supple-
ment,prospectus supplement, the covenants contained in the Indenture and the New
UnsecuredDebt Securities dowill not afford holders of the New UnsecuredDebt Securities special protection in the event of a highly lever-
agedleveraged or other transaction involving the Companyour company that may adversely affect holders of the New UnsecuredDebt Securities.
Successor Obligor
    Unless otherwise indicated in the Bond Resolution establishing the terms 
of a series otherwise provides, the Companyprospectus supplement, we will not consolidate with or merge into, or transfer all or substantially all of itsour assets to, any person, unless (1) unless:
•
the person is organized under the laws of the United States or a State thereof; (2) state of the United States;

•
the person assumes by supplemental indenture all theour obligations of the Company under the Indenture, the New UnsecuredDebt Securities and any coupons; 
(3) 

•
all required approvals of any regulatory body having jurisdiction over the transaction shall have been obtained; and (4)

                                   -18-





•
immediately after the transaction no Defaultdefault (as defined)described below) exists.

            The
    If these conditions are satisfied, then the successor will be substituted for the Company,us, and thereafter all our obligations of the Company under the Inden-
ture,Indenture, the New UnsecuredDebt Securities and any coupons shall termi-
nate (Indenture Section 5.01).

will terminate. (Section 5.01.)
Exchange of New UnsecuredDebt Securities
    Registered New UnsecuredDebt Securities may be exchanged for an equal aggregate principal amount of registered New Unse-
curedDebt Securities of the same series and maturity date of maturity in suchthe authorized denominations as may be requested upon surren-
dersurrender of the registered New UnsecuredDebt Securities at an agency of the Companyour company maintained for suchthat purpose and upon fulfillment of all other requirements of the agent.
    To the extent permitted by the terms of a series of New UnsecuredDebt Securities authorized to be issued in registered form and bearer form, bearer New UnsecuredDebt Securities may be exchanged for an equal aggregate principal amount of registered or bearer New UnsecuredDebt Securities of the same series and maturity date of maturity in suchthe authorized denominations as may be requested upon surrender of the bearer New UnsecuredDebt Securities with all
6
related unpaid coupons relating thereto (except as may other-
wiseotherwise be provided in the New UnsecuredDebt Securities) at an agency of the Companyour company maintained for suchthat purpose and upon fulfillment of all other requirements of the agent (Indenture Section 2.07).agent. (Section 2.07.) As of the date of this Prospectus,prospectus, it is expected that the terms of a series of New UnsecuredDebt Securities will not permit regis-
tered New Unsecuredregistered Debt Securities to be exchanged for bearer New
UnsecuredDebt Securities.
Payment and Payment Agents
    Principal, interest and premium, if any, on Debt Securities issued in the form of global securities will be paid in the manner described below under the caption "BOOK-ENTRY SYSTEM." Unless we indicate otherwise in the applicable prospectus supplement, interest on Debt Securities that are in the form of certificated securities will be paid by check mailed to the holder at that person's address as it appears in the register for the Debt Securities maintained by the Trustee. Unless we indicate otherwise in the applicable prospectus supplement, the principal, interest at maturity and premium, if any, on Debt Securities in the form of certificated securities will be payable by check at the office of the Trustee.
Defaults and Remedies
    Unless otherwise indicated in the bond resolution establishingapplicable prospectus supplement, the termsfollowing constitute events of default for a series otherwise provides, an "Event of Default" with respect
to aparticular series of New Unsecured Securities will occur if:

      (1)   the Company defaultsDebt Securities:
•
default in any payment of interest on any New UnsecuredDebt Securities of thethat series when the
            same becomes due and payable and the Default contin-
            uesdefault continues for a period of 60 days;

      (2)   the Company defaults

•
default in the payment of the principal of any New UnsecuredDebt Securities of thethat series when
                                   -19-



            the same becomes due and payable at maturity or upon redemption, acceleration or otherwise;

      (3)   the Company defaults

•
default in the payment or satisfaction of any sinking fund obligation with respect to any New UnsecuredDebt Securities of athat series as required by the resolution establishing such series and the Defaultdefault continues for a period of 60 days;

      (4)   the Company defaults

•
default in the performance of any of itsour other agreements applicable to thethat series and the Defaultdefault continues for 90 days after the notice speci-
            fiedspecified below;

      (5)   the Company pursuant to

•
specified events of bankruptcy, insolvency or within the meaningreorganization of any
            Bankruptcy Law:

            (A)   commences a voluntary case,

            (B)   consents to the entry of an order for relief
                  against it in an involuntary case,

            (C)   consents to the appointment of a Custodian for
                  itour company; or for all or substantially all of its prop-
                  erty, or

            (D)   makes a general assignment for the benefit of
                  its creditors;

      (6)   a court of competent jurisdiction enters an order or
            decree under any Bankruptcy Law that:

            (A)   is for relief against the Company in an involun-
                  tary case,

            (B)   appoints a Custodian for the Company or for all
                  or substantially all of its property, or

            (C)   orders the liquidation of the Company;

            and the order or decree remains unstayed and in
            effect for 60 days; or

      (7)   

•
any other Eventevent of Defaultdefault provided for in the series.
                                   -20-



            The term "Bankruptcy Law" means Title 11, U.S. Code
or
(Section 6.01.)
    A default in the performance of any similar Federal or State law for the relief of debtors.
The term "Custodian" means any receiver, trustee, assignee,
liquidator or a similar official under any Bankruptcy Law.

            A Default under clause (4)our other agreements applicable to that series is not an Eventevent of Defaultdefault until the Unsecured Securities Trustee or the Holdersholders of at least 25% in principal amount of the Debt Securities of the series notify the Companyus of the Defaultdefault and the Company doeswe do not cure the Defaultdefault within the time specified after receipt of the notice (Indenture
Section 6.01).notice. (Section 6.01.) The Unsecured Securities Trustee may require indem-
nityindemnity satisfactory to it before it enforces the Indenture or the New UnsecuredDebt Securities of the series. Subject to certainspecified limitations, holders of a majority in principal amount of the New UnsecuredDebt Securities of the series may direct the Unsecured
Securities Trustee in its exercise of any trust or power
(Indenture Section 6.05).power. (Section 6.05.) The Unsecured Securities Trustee may with-
holdwithhold from the New Unsecured Securityholdersholders of Debt Securities of the series notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interest (Indenture Section 7.04).the holders' interest. (Section 7.04.)
    The Indenture does not have a cross-default provi-
sion.provision. Thus, unless otherwise indicated in the bond resolution providing for a new
series otherwise provides,applicable prospectus supplement, a default by the Companyus on any other debt (including any other series of New Unsecured Securi-
ties)securities issued under the Indenture) would not constitute an Eventevent of Default.

default.
7
Amendments and Waivers
    Unless otherwise indicated in the bond resolution establishingapplicable prospectus supplement, we and the terms of
a series otherwise provides,Trustee may modify and amend the Indenture and the New Unse-
curedDebt Securities from time to time as described below. Depending upon the type of amendment, we may not need the consent or approval of any coupons of the holders of the securities, or we may need either the consent or approval of the holders of a majority in principal amount of all outstanding securities affected by the proposed amendment or the consent or approval of each holder affected by the proposed amendment.
    We will not need the consent of any holder for the following types of amendments:
•
to cure any ambiguity, omission, defect or inconsistency;

•
to provide for assumption of our obligations under the Indenture and the securities in the event of a merger or consolidation requiring such assumption;

•
to provide that specific provisions of the Indenture not apply to a series mayof securities not previously issued;

•
to create a series and establish its terms;

•
to provide for a separate trustee for one or more series; or

•
to make any change that does not materially adversely affect the rights of any holder of securities. (Article 10.)
    We will need the consent of the holders of each outstanding security affected, if the proposed amendment would do any of the following:
•
reduce the amount of securities whose holders must consent to an amendment or waiver;

•
reduce the interest rate or change the time for payment of interest;

•
change the fixed maturity of any security;

•
reduce the principal of any non-discounted security or reduce the amount of principal of any discounted security that would be amended,
anddue on acceleration;

•
change the currency in which principal or interest is payable;

•
make any change that materially adversely affects the right to convert any security; or

•
waive any default may be waived as follows:  The New Unsecured
Securities andin payment of interest or principal.
    Amendments other than those described in the Indenture may be amended withabove paragraphs will require the consentapproval of the holders of a majority in principal amount of the New Unse-
cured Securitiessecurities of all series affected voting as one class. A default on a series may be waived with the consent of the hold-
ersholders of a majority in principal amount of the New Unsecured
Securitiessecurities of thethat series.  However, without the consent of each
New Unsecured Securityholder affected, no amendment or waiver
may (1) reduce the amount of New Unsecured Securities whose
holders must consent to an amendment or waiver, (2) reduce the
interest on or change the time for payment of interest on a New
Unsecured Security, (3) change the fixed maturity of any New
Unsecured Security, (4) reduce the principal of any
non-Discounted New Unsecured Security or reduce the amount of


  

                                   -21-



principal of any Discounted New Unsecured Security that would
be due on acceleration thereof, (5) change the currency in
which principal or interest on a New Unsecured Security is pay-
able, (6) make any change that materially adversely affects the right to
convert any New Unsecured Security, or (7) waive any default in
payment of interest on or principal of a New Unsecured Secu-
rity.  Without the consent of any New Unsecured Securityholder,
the Indenture, the New Unsecured Securities or any coupons may
be amended to cure any ambiguity, omission, defect or inconsis-
tency; to provide for assumption of Company obligations to New
Unsecured Securityholders in the event of a merger or consoli-
dation requiring such assumption; to provide that specific pro-
visions of the Indenture not apply to a series of New Unsecured
Securities not previously issued; to create a series and estab-
lish its terms; to provide for a separate trustee for one or
more series; or to make any change that does not materially
adversely affect the rights of any New Unsecured Securityholder
(Indenture Article 9).

Legal Defeasance and Covenant Defeasance

            New Unsecured
    Debt Securities of a series may be defeased in accordance with their terms and, unless otherwise indicated in the bond resolution
establishing the terms of the series otherwise provides,applicable prospectus supplement, as set
forthdescribed below. The Company atAt any time we may terminate as to a series all of itsour obligations (except for certainspecified obligations with respect toregarding the defeasance trust and obligations to regis-
terregister the transfer or exchange of a New UnsecuredDebt Security, to replace destroyed, lost or stolen New UnsecuredDebt Securities and coupons and to maintain paying and other agencies in respect offor the New Unse-
curedDebt Securities) with respect to the New UnsecuredDebt Securities of thethat series and any related coupons and the Indenture ("legal defeasance").  The Company may at
8
    At any time we may terminate as to a series itsof Debt Securities our obligations with respect to the New Unsecured Secu-
rities under any restrictive covenants which may be applicable to athat particular series ("covenant defeasance"). The CompanyWe may exercise itsour legal defeasance option notwithstanding itsour prior exercise of itsour covenant defeasance option. If the Company exercises itswe exercise our legal defeasance option, a series may not be accelerated because of an Eventevent of Default.default. If the Company exercises itswe exercise our covenant defeasance option, a series may not be accelerated by reference to any restrictive covenant which may be applicable to a particular series so defeased under the terms of the series.
                                   -22-
    To exercise either defeasance option as to a series, the Companywe must deposit in trust (the "defeasance trust") with the Unsecured Securities Trustee money or U.S. Government Obli-
gations for the payment of principal, premium, if any, and
interest on the New Unsecured Securities of the series to
redemption or maturity and must comply with certain other con-
ditions.  In particular, the Company must obtain an opinion of
tax counsel that the defeasance will not result in recognition
of any gain or loss to holders for Federal income tax purposes.
"U.S. Government Obligations" are direct obligations of the United States of America which have the full faith and credit of the United States of America pledged for payment and which are not callable at the issuer's option, or certificates repre-
sentingrepresenting an ownership interest in suchthose obligations (Indenture
Article 8).


                          BOOK-ENTRY ONLY SYSTEM

            The New Bondsfor the payment of principal, premium, if any, and New Unsecuredinterest on the Debt Securities of the series to redemption or maturity and must comply with specified other conditions. In particular, we must obtain an opinion of tax counsel that the defeasance will not result in recognition of any gain or loss to holders for federal income tax purposes. (Article 8.)
Resignation or Removal of Trustee
    The Trustee may resign at any time by notifying us in writing and specifying the day upon which the resignation is to take effect. The resignation will not take effect, however, until a successor trustee has been appointed. (Section 7.07.)
    The holders of a majority in principal amount of the outstanding securities may remove the Trustee at any time. (Section 7.07.) We may remove the Trustee if the Trustee fails to comply with specific provisions of the Trust Indenture Act of 1939, as amended, or fails to comply with the capital and surplus requirements as set forth in its most recent published report of condition. (Section 7.08.) We may also remove the Trustee if one of the following occurs:
•
the Trustee is adjudged a bankrupt or an insolvent;

•
a custodian or other public officer takes charge of the Trustee or its property;

•
the Trustee becomes incapable of acting;

•
or specified events of bankruptcy, insolvency or reorganization of our company occur.
(Section 7.07.)
Concerning the Trustee
    The Chase Manhattan Bank is the Trustee. We maintain banking relationships with the Trustee in the ordinary course of business. The Trustee also acts as trustee for some of our other securities as well as securities of some of our affiliates.
9

BOOK-ENTRY SYSTEM
    Each series of Debt Securities offered by this prospectus may be issued initially in the form of one or more glo-
balglobal securities underrepresenting all or part of that series of Debt Securities. This means that we will not issue certificates for that series of Debt Securities to the holders. Instead, a book-entryglobal security representing that series will be deposited with, or on behalf of, DTC, or its successor as the Depository and registered in the name of the Depository or a nominee of the Depository.
    The Depository will keep a computerized record of its participants (for example, your broker) whose clients have purchased the Debt Securities. Unless it is exchanged in whole or in part for a certificated security, a global security may not be transferred, except that the Depository, its nominees and their successors may transfer a global security as a whole to one another.
    Beneficial interests in global securities will be shown on, and transfers of interests will be made only system operatedthrough, records maintained by the Depository and its participants. The laws of some jurisdictions require that some purchasers take physical delivery of securities in definitive form. These laws may impair the ability to transfer beneficial interests in a securities depository.global security.
    We will wire principal, interest and any premium payments to the Depository or its nominee. We and the Trustee will treat the Depository or its nominee as the owner of the global security for all purposes, including any notices and voting. Accordingly, we, the Trustee and any paying agent will have no direct responsibility or liability to pay amounts due on a global security to owners of beneficial interests in a global security.
    Unless otherwise specified in the Pro-
spectus Supplement, The Depository Trust Company ("DTC")prospectus supplement, DTC will act as securities depositoryDepository for the New Bonds and New Unse-
curedthose Debt Securities which wouldissued as global securities. The Debt Securities will be registered in the name of Cede & Co., as registered securityholder and nominee for DTC.  Indi-
vidual purchases of Book-Entry Interests (as herein defined) in
any such New Bonds or New Unsecured Securities will be made in
book-entry form.  Purchasers of Book-Entry Interests in such
New Bonds or New Unsecured Securities will not receive certifi-
cates representing their interests in such New Bonds or New
Unsecured Securities.  So long as Cede & Co., as nominee of
DTC, is the securityholder, references herein to holders of the
New Bonds or New Unsecured Securities or registered owners will
mean Cede & Co., rather than the owners of Book-Entry Interests
in New Bonds or New Unsecured Securities. (DTC's partnership nominee).
    DTC is a limited purposelimited-purpose trust company organized under the banking laws of the State of New York andBanking Law, a "banking organization" within the meaning of that law,the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clear-
ing"clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act.Act of 1934. DTC holds securities deposited bythat its participants (the "DTC("Direct Participants") anddeposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, among DTC Participantssuch as transfers and pledges, in 
                                   -23-



suchdeposited securities through electronic computerized book-entry changes in accounts of the DTC Participants, thereby eliminat-
ingDirect Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, someorganizations. DTC is owned by a number of whom (including, possibly, the under-
writers with respect to the New Bonds or New Unsecured Securi-
ties), together withits Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc.LLC, and the National Association of Securities Dealers, Inc., own DTC. Access to the DTC system is also available to others such as banks,securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a DTCDirect Participant, either directly or indi-
rectly (the "Indirectindirectly ("Indirect Participants"). The rules that apply to DTC Participants purchasing Book-Entry Interests (as
defined below) in any New Bonds or New Unsecured Securities
will not receive certificates.  Each DTC Participant will
receive a credit balance in the records of DTC in the amount of
such DTC Participant's interest in such New Bonds or New Unse-
cured Securities, which will be confirmed in accordance with
DTC's standard procedures.  The ownership interest of each
actual purchaser of a Book-Entry Interest in a New Bond or New
Unsecured Security (the "Book-Entry Interests") will be
recorded through the records of the DTC Participant or through
the records of the Indirect Participant.  Owners of Book-Entry
Interests should receive from the DTC Participant or Indirect
Participant a written confirmation of their purchase providing
details of the Book-Entry Interests acquired.  Transfers of
Book-Entry Interests will be accomplished by book entries made
by the DTC Participantsand its Direct or Indirect Participants who act(collectively, "Participants") are on behalffile with the SEC.
    It is DTC's current practice, upon receipt of the ownersany payment of Book-Entry Interests.  Owners of
Book-Entry Interests will not receive certificates representing
their ownership of Book-Entry Interests with respect to any New
Bondsprincipal or New Unsecured Securities except as described below
upon the resignation of DTC.

            Under the Mortgage and Indenture, payments made by
the Bond Trustee or the Unsecured Securities Trustee (collec-
tively, the "Trustees" and individually, the "Trustee") to DTC
or its nominee will satisfy the Company's obligations under the
Mortgage or Indenture, as the case may be, to the extent of the
payments so made.  Owners of Book-Entry Interests will not be
or be considered by the Company or the respective Trustee to
be, and will not have any rights as, holders of New Bonds under
the Mortgage or New Unsecured Securities under the Indenture,
as the case may be.


  

                                   -24-



            NEITHER THE COMPANY NOR ANY TRUSTEE UNDER THE MORT-
GAGE AND INDENTURE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION
TO ANY DTC PARTICIPANT, INDIRECT PARTICIPANT OR ANY OWNER OF A
BOOK-ENTRY INTEREST OR ANY OTHER PERSON NOT SHOWN ON THE REGIS-
TRATION BOOKS OF SUCH TRUSTEE AS BEING A HOLDER OF NEW BONDS OR
NEW UNSECURED SECURITIES WITH RESPECT TO: (1) ANY NEW BONDS OR
NEW UNSECURED SECURITIES, AS THE CASE MAY BE; (2) THE ACCURACY
OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT OR
INDIRECT PARTICIPANT; (3) THE PAYMENT BY DTC OR ANY DTC PAR-
TICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY OWNER
OF A BOOK-ENTRY INTEREST IN RESPECT OF THE PRINCIPAL OR REDEMP-
TION PRICE OF OR INTEREST ON SUCH NEW BONDS OR NEW UNSECURED
SECURITIES; (4) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OR
INDIRECT PARTICIPANT OF ANY NOTICE TO ANY OWNER OF A BOOK-ENTRY
INTEREST WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE
MORTGAGE OR INDENTURE TO BE GIVEN TO HOLDERS OF NEW BONDS OR
NEW UNSECURED SECURITIES; (5) THE SELECTION OF THE OWNERS OF A
BOOK-ENTRY INTEREST TO RECEIVE PAYMENT IN THE EVENT OF ANY PAR-
TIAL REDEMPTION OF ANY NEW BONDS OR NEW UNSECURED SECURITIES;
OR (6) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS
NOMINEE AS HOLDER OF NEW BONDS OR NEW UNSECURED SECURITIES.

            Principal and redemption price of, and interest, pay-
ments on, New Bonds and New Unsecured Securities registered in
the name of DTC or its nominee will be made to DTC or such nom-
inee, as registered owner of such New Bonds or New Unsecured
Securities.  DTC is responsible for disbursing such payments to
the appropriate DTC Participants and such DTC Participants, and
any Indirect Participants, are in turn responsible for disburs-
ing the same to the owners of Book-Entry Interests.  Unless it
has reason to believe it will not receive payment, DTC's cur-
rent practice is to credit theDirect Participants' accounts ofon the DTC Participants
on a payment date in accordance withaccording to their respective holdings of beneficial interests in the global security as shown on the records of DTC.DTC's records. In addition, it is DTC's current practice to assign any consenting or voting rights to Direct Participants whose accounts are credited with securities on a record date, by using an omnibus proxy. Payments by DTC Participants and
Indirect Participants to owners of Book-Entry Interestsbeneficial interests in a global security, and voting by Participants, will be governed by the standing instructions and customary practices between the participants and owners of beneficial interests, as is now the case with securities held for the accountsaccount of cus-
tomers in bearer form orcustomers registered in "street name", andname." However, payments will be the responsibility of such DTC Participant or Indirect Par-
ticipantthe Participants and not our responsibility or that of DTC the Company or the respective Trustee,
subject to any statutory and regulatory requirements as may be
in effect from time to time.

            DTC Participants and Indirect Participants carry the
"position"Trustee.
10
    Debt Securities of the ultimate Book-Entry Interest owner on their
records, anda series represented by a global security will be responsibleexchangeable for providing information to
the ultimate Book-Entry Interest owner as to the New Bonds or


  

                                   -25-



New Unsecured Securities in which the Book-Entry Interest is
held, debt service payments received, and other information.
Each person for whom a DTC Participant or Indirect Participant
acquires an interest in New Bonds or New Unsecured Securities,
as nominee, may desire to make arrangements with such DTC Par-
ticipant or Indirect Participant to receive a credit balance in
the records of such DTC Participant or Indirect Participant, to
have all notices of redemption or other communications to or by
DTC which may affect such persons forwarded in writing by such
DTC Participant or Indirect Participant, and to have notifica-
tion made of all debt service payments.

            Purchases, transfers and sales of Book-Entry Inter-
ests by the ultimate Book-Entry Interest owners may be made
through book entries made by DTC Participants or Indirect Par-
ticipants or others who act for the ultimate Book-Entry Inter-
est owner.  The Bonds Trustee, the Unsecured Securities Trus-
tee, the Company and the underwriters, as such, have no role in
those purchases, transfers or sales.

            Owners of Book-Entry Interests may be charged a sum
sufficient to cover any tax, fee, or other governmental charge
that may be imposed in relation to any transfer or exchange of
a Book-Entry Interest.

            Each Trustee will recognize and treat DTC (or any
successorcertificated securities depository) or its nominee as the holder
of New Bonds and New Unsecured Securities registered in its
name or the name of its nominee for all purposes, including
payment of debt service, notices, enforcement of remedies and
voting.  Under DTC's current practice, a proxy will be given to
the DTC Participants holding Book-Entry Interests in New Bonds
and New Unsecured Securities in connection with any matter on
which holders of such New Bonds or New Unsecured Securities are
asked to vote or give their consent.  Crediting of debt service
payments and transmittal of notices and other communications by
DTC to DTC Participants, by DTC Participants to Indirect Par-
ticipants and by DTC Participants and Indirect Participants to
the ultimate Book-Entry Interest owners are the responsibility
of those persons and will be handled by arrangements among them
and are not the responsibility of either Trustee, the Company
or any underwriter, as such.

            Each Trustee, so long as a book-entry system is used
for any series of New Bonds or New Unsecured Securities, will
send any notice of redemption and any other notices required by
the Mortgage or Indenture to be sent to holders of such New


  

                                   -26-



Bonds or New Unsecured Securities, respectively, only to DTC
(or such successor securities depository) or its nominee.  Any
failure of DTC to advise any DTC Participant, or of any DTC
Participant or Indirect Participant to notify the Book-Entry
Interest owner, of any such notice and its content or effect
will not affect the validity of the redemption of the New Bonds
or New Unsecured Securities called for redemption, or any other
action premised on that notice.  In the event of a call for
redemption, the Trustee's notification to DTC will initiate
DTC's standard call process, and, in the event of a partial
call, its lottery process by which the call will be randomly
allocated to DTC Participants holding positions in the New
Bonds or New Unsecured Securities to be redeemed.  When DTC and
DTC Participants allocate the call for redemption, the owners
of the Book-Entry Interests that have been called should be
notified by the broker or other person responsible for main-
taining the records of those interests and subsequently cred-
ited by that person with the proceeds once such New Bonds or
New Unsecured Securities are redeemed.

            The Company, the Bond Trustee, the Unsecured Securi-
ties Trustee and any underwriter or agent cannot and do not
give any assurancessame terms in authorized denominations only if:
•
DTC notifies us that DTC, DTC Participants or others will
distribute payments of debt service on New Bonds or New Unse-
cured Securities made to DTC or its nominee as the registered
owner, or any redemption or other notices, to the Book-Entry
Interest owners, or that they will do so on a timely basis, or
that DTC will serve and act in the manner described in this
Prospectus.

            The Company understands that the current "Rules"
applicable to DTC are on file with the Commission, and that the
current "Procedures" of DTC to be followed in dealing with DTC
Participants are on file with DTC.

            If DTCit is at any time unwilling or unable to continue as depository,Depository or if DTC ceases to be a clearing agency registered under applicable law and a successor depositoryDepository is not appointed by the Companyus within 90 days,days; or

•
we determine not to require all of the Company will issue individual
certificatesDebt Securities of a series to ownersbe represented by a global security and notify the Trustee of Book-Entry Interestsour decision.
    The information in exchangethis section concerning DTC and DTC's book-entry system has been obtained from DTC, and we and any underwriters, dealers or agents take no responsibility for the New Bondsaccuracy thereof.
    Any underwriters, dealers or New Unsecuredagents of any Debt Securities heldmay be Direct Participants of DTC.

LEGAL OPINIONS
    Legal opinions relating to the Debt Securities will be rendered by DTCour counsel, Gary R. Johnson, 800 Nicollet Mall, Suite 3000, Minneapolis, Minnesota, and Hinkle, Hensley, Shanor & Martin, L.L.P., Amarillo, Texas, and by Jones, Day, Reavis & Pogue, 77 West Wacker, Chicago, Illinois, counsel for any underwriters, dealers or its
nominee, asagents named in a prospectus supplement. Gary R. Johnson is our Vice President and General Counsel and is the case may be.  In such instance, anbeneficial owner of a
Book-Entry Interest16,773 shares of common stock of our parent company, Xcel Energy Inc. As to matters of local law, Gary R. Johnson will be entitledrely on the opinions of Hinkle, Hensley, Shanor & Martin, L.L.P. Amarillo, Texas, Rainey, Ross, Rice & Binns, Oklahoma City, Oklahoma, and Foulston & Siefkin L.L.P., Topeka, Kansas. Jones, Day, Reavis & Pogue has acted in the past, and may in the future act, as special counsel to physical deliveryus and our affiliates, including our parent corporation, Xcel Energy Inc.

EXPERTS
    The financial statements and schedule of certificates equalSouthwestern Public Service Company as of December 31, 2000 and 1999 and for the three years then ended are incorporated by reference in principal amount to such Book-Entry
Interestthis registration statement on Form S-3 have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and to have such certificates registeredare included herein in its name.
Individual certificates so issued will be issuedreliance upon the authority of said firm as experts in denomina-
tions of $1,000 or any multiple thereof.



  

                                   -27-



            Neither the Company, the Bond Trustee, the Unsecured
Securities Trustee nor any underwriter makes any representation
asaccounting and auditing in giving said reports.
    With respect to the accuracyunaudited interim financial information for Southwestern Public Service Company for the quarters ended March 31, 2001 and 2000, Arthur Andersen LLP has applied limited procedures in accordance with professional standards for a review of that information. However, their separate report thereon states that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on that information should be restricted in light of the above descriptionlimited nature of DTC's business,
organizationthe review procedures applied. In addition, the accountants are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited interim financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by the accountants within the meaning of Sections 7 and procedures, which is based upon information
furnished by DTC.

                           11 of the Act.
11

PLAN OF DISTRIBUTION

            The Company may
    We intend to sell the Debt Securities in any of the
following ways:  (i)offered by this prospectus to or through underwriters or dealers; (ii)dealers, and may also sell the Debt Securities directly to oneother purchasers or more purchasers; or (iii) through agents.agents, as described in the prospectus supplement relating to an issue of Debt Securities.
    The applicable Prospectus Supplement will set forth the termsdistribution of the offering of any Securities, including the names of any
underwriters or agents, the purchase price of such Securities
and the proceeds to the Company from such sale, any underwrit-
ing discounts and other items constituting underwriters' com-
pensation, any initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers and any
securities exchanges on which suchDebt Securities may be listed.

            If underwriters are used in the sale of the Securi-
ties, such Securities will be acquired by the underwriters for
their own account and may be resoldeffected from time to time in one or more transactions including negotiated transactions, at a fixed public offering price or prices, which may be changed, at varyingmarket prices determinedprevailing at the time of sale.  Such Securities may be offeredsale, at prices related to the public
either through underwriting syndicates represented by managing
underwriterssuch prevailing market prices, or by underwriters without a syndicate.  Unless
otherwise set forth in the applicable Prospectus Supplement,
the obligations of the underwriters to purchase such Securities
will be subject to certain conditions precedent, and the under-
writers will be obligated to purchase all of such Securities if
any of such Securities are purchased.  Any initial public
offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Only underwriters named in a Prospectus Supplement are deemed
to be underwriters inat negotiated prices.
    In connection with the sale of the Debt Securities, offered
thereby.underwriters may receive compensation from us or from purchasers of Debt Securities alsofor whom they may be sold directly byact as agents in the Companyform of discounts, concessions, or commissions. Underwriters may sell Debt Securities to or through agents designated by the Company from time to time.
Any agent involveddealers, and those dealers may receive compensation in the offerform of discounts, concessions, or sale of Securities will be
named and any commissions payable by the Company to such agent
will be set forth in the applicable Prospectus Supplement.
Unless otherwise indicated in the applicable Prospectus Supple-
ment, any such agent will act on a best efforts basis for the
period of its appointment.


  

                                   -28-



            If so indicated in a Prospectus Supplement with
respect to the Securities, the Company will authorize agents,
underwriters or dealers to solicit offers by certain institu-
tions to purchase such Securities from the Company atunderwriters and/or commissions from the pub-
lic offering price set forth in the Prospectus Supplement pur-
suant to Delayed Delivery Contracts ("Contracts") providingpurchasers for paymentwhom they may act as agents. Underwriters, dealers, and delivery on the date or dates stated in the Pro-
spectus Supplement.  Each Contract will be for an amount not
less than, and the aggregate amount of the Securities sold pur-
suant to the Contracts shall be not less nor more than, the
respective amounts stated in the Prospectus Supplement.  Insti-
tutions with whom the Contracts, when authorized, may be made
include commercial and savings banks, insurance companies, pen-
sion funds, investment companies, educational and charitable
institutions, and other institutions, but will in all cases be
subject to the approval of the Company.  The Contracts will not
be subject to any conditions except (i) the purchase by an
institution of the Securities covered by its Contract shall not
at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is
subject, and (ii) if the Securities are being sold to under-
writers, the Company shall have sold to such underwriters the
total amount of the Securities less the amount thereof covered
by the Contracts.  The underwriters will not have any responsi-
bility in respect of the validity or performance of the
Contracts.

            If dealers are utilized in the sale of any Securi-
ties, the Company will sell such Securities to the dealers, as
principal.  Any dealer may then resell such Securities to the
public at varying prices to be determined by such dealer at the
time of resale.  The name of any dealer and the terms of the
transaction will be set forth in the Prospectus Supplement with
respect to such Securities being offered thereby.

            It has not been determined whether any of the Securi-
ties will be listed on a securities exchange.  Underwriters
will not be obligated to make a market in any of the Securi-
ties.  The Company cannot predict the activity of trading in,
or liquidity of, any of the Securities.

            Any underwriters, dealers or agents participatingthat participate in the distribution of Debt Securities may be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the sale
or resale of Debt Securities by them may be deemed to be underwriting dis-
countsdiscounts and commissions under the Securities Act of 1933, as
amended (the "Securities Act").  Agents and underwriters1933. Any person who may be 
                                   -29-



entitled underdeemed to be an underwriter will be identified, and any compensation received from us, will be described in the prospectus supplement.
    Under agreements entered into which we may enter in connection with the Companysale of Debt Securities, underwriters, dealers, and agents who participate in the distribution of the Debt Securities may be entitled to indemnification by the Companyus against certainspecified liabilities, including liabilities under the Securities Act or to contribu-
tion with respect to payments thatof 1933.
12

PART II:
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
    Set forth below is an estimate of the agents, or underwriters
may be required to make in respect thereof.  Agentsapproximate amount of our fees and under-
writers may be customers of, engaged in transactions with, or
perform service for, the Company or its affiliates in the ordi-
nary course of business.


                              LEGAL OPINIONS

            Certain legal mattersexpenses (other than underwriting discounts and commissions) in connection with the Securi-
ties are being passed upon for the Company by Hinkle, Cox,
Eaton, Coffield & Hensley, L.L.P., Amarillo, Texas, and Cahill
Gordon & Reindel, a partnership including a professional corpo-
ration, New York, New York.  Cahill Gordon & Reindel is not
passing upon the incorporationissuance of the Company and is relying
upon the opinions of Hinkle, Cox, Eaton, Coffield & Hensley,
L.L.P. as to matters of New Mexico and Texas law; Rainey, Ross,
Rice & Binns, Oklahoma City, Oklahoma as to matters of Oklahoma
law; and Foulston & Siefkin, Topeka, Kansas as to matters of
Kansas law.  Gary W. Wolf, a partner in the law firm of Cahill
Gordon & Reindel, is a director of the Company.


                                  EXPERTS

            The consolidated financial statements of Southwestern
Public Service Company and subsidiaries as of August 31, 1995
and 1994 and for the years then ended included in the Company's
1995 Form 10-K, which is incorporated herein by reference, have
been audited by Deloitte & Touche LLP ("Deloitte & Touche"),
independent certified public accountants, as stated in their
report, which is also incorporated herein by reference, and
have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and
auditing.

            With respect to any unaudited interim financial
information included in the Company's quarterly reports on Form
10-Q that are or will be incorporated herein by reference,
Deloitte & Touche applies limited procedures in accordance with
professional standards for reviews of such information.  As
stated in any of its reports that are included in the Company's
quarterly reports on Form 10-Q that are or will be incorporated
herein by reference, Deloitte & Touche did not audit and did


  

                                   -30-



not express an opinion on such interim financial information.
Accordingly, the degree of reliance on any of Deloitte & Tou-
che's reports on such information should be restricted in light
of the limited nature of the review procedures applied.
Deloitte & Touche is not subject to the liability provisions of
Section 11 of the Securities Act for any of its reports on such
unaudited interim financial information because those reports
are not "reports" or a "part" of the Registration Statement
filed under the Securities Act with respect to the New Pre-
ferred Stock or the New Bonds or New Unsecured Securities pre-
pared or certified by an accountant within the meaning of Sec-
tions 7 and 11 of the Securities Act.

            The consolidated financial statements of Southwestern
Public Service Company and subsidiaries for the year ended
August 31, 1993 included in the Company's 1995 Form 10-K, which
is incorporated herein by reference, are incorporated herein in
reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, included in the 1995 Form 10-K,
and upon the authority of that firm as experts in accounting
and auditing.

            To the extent that a firm of certified public accoun-
tants audits and reports on the financial statements of the
Company issued at future dates, and consents to the use of
their report thereon, such financial statements also will be
incorporated by reference herein in reliance upon their report
and said authority.

            The statements and legal conclusions as to all mat-
ters of law in the Company's 1995 Form 10-K, the November Quar-
terly Report, the February Quarterly Report and this Prospectus
(except as to matters of Kansas and Oklahoma law in such docu-
ments) have been reviewed by Hinkle, Cox, Eaton, Coffield &
Hensley, L.L.P.  Statements and legal conclusions as to matters
of Oklahoma law in such documents have been reviewed by Rainey,
Ross, Rice & Binns.  Statements and legal conclusions as to
matters of Kansas law in such documents have been reviewed by
Foulston & Siefkin.  All such statements and legal conclusions
are set forth in such documents and incorporated by reference
herein or set forth herein in reliance upon said firms, respec-
tively, as experts.







  




No dealer, salesman, or any other                     SOUTHWESTERN PUBLIC
person has been authorized to give                      SERVICE COMPANY
any information or to make any
representations other than those
contained in this Prospectus, in-
cluding any prospectus supplement
in connection with the offer con-
tained in this Prospectus, and, if
given or made, such information or
representations must not be relied
upon as having been authorized by
the Company or any underwriter,
dealer, or agent.  This Prospectus
does not constitute an offer to
sell or a solicitation of an offer                       $220,000,000
to buy any of these securities in
any jurisdiction to any person to                       DEBT SECURITIES
whom it is unlawful to make such
offer or solicitation in such juris-                          and
diction.  Neither the delivery of
this Prospectus nor any sale made                        PREFERRED STOCK
hereunder shall, under any circum-
stances, create any implication
that there has been no change in
the affairs of the Company since
the date hereof.
                                                            __________
            _______________                                 PROSPECTUS

          TABLEDebt Securities:
 
 
 
Registration fee under the Securities Act of 1933
 
$
125,000
Fees of rating agencies
 
$
100,000
Printing and engraving
 
$
30,000
Accounting services
 
$
40,000
Trustee's charges
 
$
14,000
Company counsel fees
 
$
55,000
Expenses and counsel fees for qualification or registration of the Debt Securities under state securities laws
 
$
20,000
Miscellaneous, including traveling, telephone, copying, shipping, and other out-of-pocket expenses
 
$
30,000
 
 
 
Total
 
$
414,000
 
 

ITEM 15. INDEMNIFICATION OF CONTENTS

                                      Page
Available Information...............    3
Incorporation of Certain
  Documents by Reference............    3
The Company.........................    4
Use of Proceeds.....................    5
Earnings Ratios.....................    5
Description of New Preferred
  Stock.............................    5
Description of New Bonds............    9
Description of New Unsecured
  Securities........................   14
Book-Entry Only System .............   22
Plan of Distribution................   27
Legal Opinions......................   29          Dated        , 1996
Experts.............................   29





  


                                  PART II

                  INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.  Other Expenses of Issuance and Distribution.

      Securities and Exchange Commission
         Registration Fee ..............................  $ 51,724
      Counsel Fees and Expenses ........................   200,000(1)
      Services of Independent Accountants ..............    40,000(1)
      Trustee's Fees and Expenses ......................    25,000(1)(2)
      Printing Expenses, including Engraving ...........    55,000(1)
      Debt Securities Rating Fees.......................    85,000(1)(2)
      Blue Sky Fees and Expenses .......................    10,000(1)
      Transfer Agent and Registrar Fees.................     7,500(1)(3)
      Miscellaneous Expenses ...........................    10,776(1)
                                                          --------
                  Total ................................  $485,000(1)
____________________
(1)   Estimated assuming one Prospectus Supplement.
(2)   Required only if Debt Securities are issued.
(3)   Required only if New Preferred Stock is issued.


Item 15.  Idemnification of Directors and Officers.DIRECTORS AND OFFICERS.
    Section 53-11-4.1 of the New Mexico Business Corpora-
tionCorporation Act (the "NMBCA") empowers a corporation to indemnify any officer or director against judgments, penalties, fines, set-
tlements,settlements, and reasonable expenses actually incurred by the per-
sonperson in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, adminis-
trative,administrative, or investigative, if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to a criminal proceeding, had no reasonable cause to believe the person's conduct was unlawful. This section empowers a corpo-
rationcorporation to maintain insurance or furnish similar protection, including, but not limited to, providing a trust fund, a letter of credit, or self-insurance, on behalf of any officer orof director against any liability asserted against the person in such capacity whether or not the corporation would have the power to indemnify the person against such liability under the provisions of this section.
    The indemnification authorized by Section 53-11-4.1 is not exclusive of any other rights to which an officer or


                                   II-1
  
of director may be entitled under the articles of incorporation, the bylaws, an agreement, a resolution of shareholders or directors or otherwise.
    Article SixthSeventh of theour Amended and Restated Articles of Incorpora-
tion of the CompanyIncorporation provides that a director of the Company shall not be personally liable to the Companyus or to the share-
holdersshareholders for monetary damages for a breach of fiduciary duty as a director unless suchthe director has breached or failed to per-
formperform the duties of his or her office in accordance with the NMBCA,New Mexico Business Corporation Act, and the breach or failure to perform constitutes negli-
gence,negligence, willful misconduct, or recklessness.
    Article IV of theour Bylaws of the Company requires the
Company,us, to the fullest extent permitted by the NMBCA,New Mexico Business Corporation Act, to pay or reimburse expenses, liabilities, and losses incurred by an officer or director involved in any action, suit, or proceed-
ing,proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was serving as an officer or director of theSouthwestern Public Service Company.
    The Bylaws also require the Companyus to pay or reim-
bursereimburse all covered expenses to an officer or director promptly upon receipt of a written claim and, where the claimant seeks an advancement of expenses an undertaking by or on behalf of
the person to repay such amounts if it should ultimately be
determined by a court of final jurisdiction that such person is
not entitled to indemnification.

            The Company has entered into indemnity agreements
with each officer and director of the Company.  These contracts
provide for the advancement of expenses (including attorneys'attorney's fees) incurred or to be incurred by an officer or director in connection with a
II–1
proceeding. The contracts also provide for indemnification of such persons against expenses, liabilities, and losses.
    Pursuant to each director's indemnity agreement, the
Company keepswe keep in effect a letter of credit in the face amount of $5,000,000 obtained from a commercial bank for the benefit of all directors who are a party to an indemnity agreement. A director who has incurred or may incur expenses in connection with a proceeding prior to the final disposition of such a pro-
ceedingproceeding for any reason may request an independent trustee to draw upon the letter of credit for the payment or advancement of such expenses. Upon such request, the trustee will draw upon the letter of credit and deliver such funds to such director.




                                   II-2
  

            The Company is
    We are insured up to $25,000,000$160,000,000 against loss in excess of $200,000 because of any claim made against the
Companyus or itsour officers or directors and alleged to have been caused by any negligent act, error, omission, or breach of duty by itsour officers or directors. The insurance is subject to cer-
tainspecified exclusions.

Item

ITEM 16. Exhibits.

            Reference is made to the Exhibit Index filed as part
of this Registration Statement.

ItemEXHIBITS.


1.01
Form of Underwriting Agreement.
4.01
Trust Indenture, dated February 1, 1999, between Southwestern Public Service Company and The Chase Manhattan Bank, as Trustee. (Exhibit 99.2 to Form 8-K dated March 10, 1999, File No. 1-03789)
4.02
First Supplemental Trust Indenture, dated March 1, 1999, between Southwestern Public Service Company and The Chase Manhattan Bank, as Trustee. (Exhibit 99.3 to Form 8-K dated March 10, 1999, File No. 1-03789)
4.03
Form of Supplemental Indenture for each series of Debt Securities.
5.01
Opinion of Hinkle, Hensley, Shanor & Martin, L.L.P. as to legality of the Debt Securities.
12.01
Statement of computation of ratio of earnings to fixed charges.
15.01
Letter on Unaudited Financial Information by Arthur Andersen LLP.
23.01
Consent of Arthur Andersen LLP, Independent Accountants.
23.02
Legal Counsel's Consent of Hinkle, Hensley, Shanor & Martin, L.L.P.
23.03
Legal Counsel's Consent of Gary R. Johnson.
23.04
Legal Counsel's Consent of Rainey, Ross, Rice & Binns.
23.05
Legal Counsel's Consent of Foulston & Siefkin L.L.P.
25.01
Form T-1 Statement of eligibility of The Chase Manhattan Bank to act as Trustee under the Indenture.

ITEM 17. Undertakings.UNDERTAKINGS.
    The undersigned registrant hereby undertakes:
    (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:registration statement: (i) Toto include any prospectus required by Sec-
            tionsection 10(a)(3) of the Securities Act of 1933, as
            amended (the "Securities Act");1933; (ii) Toto reflect in the prospectus any facts or events arising after the effective date of the Regis-
            tration Statementregistration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;
            notwithstandingregistration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities being offered (if the total dollar value of securities offered would not exceed that which was registered) and any devia-
            tiondeviation from the low or high end of the estimated maxi-
            mummaximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price representrepresented no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effec-
            tiveeffective registration statement; and (iii) Toto include any material information with respect to the plan of distribution not
II–2
previously disclosed in the Registration Statementregistration statement or any mate-
            rialmaterial change to such information in the Registration
            Statement.  




                                   II-3
  

Provided,registration statement; provided, however, that paragraphs (1)clauses (i) and (1)(ii) above do not apply if the Registration Statementregistration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphsclauses is contained in periodic reports filed by the Registrantregistrant pursuant to Sectionsection 13 or Sectionsection 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") that are incorporated by reference in the Registration Statement.registration statement.
    (2) That, for the purpose of determining any lia-
      bilityliability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration State-
      mentregistration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
    (3) To remove from registration by means of a post-
      effectivepost-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
    The undersigned Registrantregistrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of Registrant'sthe registrant's annual report pursuant to Sec-
tionsection 13(a) or Sectionsection 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorpo-
ratedincorporated by reference in the Registration Statementregistration statement shall be deemed to be a new registration statement relating to the secu-
ritiessecurities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, offic-
ersofficers and controlling persons of the Registrantregistrant pursuant to the foregoing provisions described under Item 15, above, or otherwise, the Registrantregistrant has been advised that in the opinion of the Securi-
tiesSecurities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, there-
fore,therefore, unenforceable. In the event that a claim for indemnifi-
cationindemnification against such liabilities (other than the payment by the Registrantregistrant of expenses incurred or paid by a director, officer or controlling person of the Registrantregistrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrantregistrant will, unless in the opinion of its counsel the matter has been settled by control-
lingcontrolling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against pub-
licpublic policy as expressed in the Securities Act of 1933 and will be gov-
ernedgoverned by the final adjudication of such issue.




                                   II-4
  

            The undersigned registrant hereby undertakes to file
an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regu-
lations prescribed by the Commission under Section 305(b)(2) of
the Trust Indenture Act.














































                                   II-5
  

                                SIGNATURES
II–3

SIGNATURE
    Pursuant to the requirements of the Securities Act of 1933, as amended, Southwestern Public Service Company, the Reg-
istrant,Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements forof filing on Form S-3 and has duly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunderthereunto duly authorized, in the City of Amarillo, and the State of Texas, on the 3rd15th day of June, 1996.

                                    SOUTHWESTERN PUBLIC SERVICE COMPANY
                                               (Registrant)


                                    By:  /s/ Bill D. Helton  
                                        --------------------------------    
                                          Bill D. Helton
                                          Chairman of the Board and
                                            Chief Executive Officer2001.
SOUTHWESTERN PUBLIC SERVICE COMPANY



By:

/s/ GARY L. GIBSON   
Gary L. Gibson
President and Chairman of the Board
(Principal Executive Officer)
    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.

          Signature                Title                 Date

Principal Executive and            Chairman of the       June 3, 1996
  Financial Officer and            Board and Chief
  Director:                        Executive Officer


/s/ Bill D. Helton      
- --------------------------
 Bill D. Helton


Principal Accounting Officer:      Executive Vice        June 3, 1996
                                   President,
                                   Accounting and
                                   Corporate
                                   Development
                                   


/s/ Doyle R. Bunch, II 
- ----------------------------
 Doyle R. Bunch, II





  




Directors:

Gene H. Bishop*                  )
C. Coney Burgess*                )
J. C. Chambers*                  )
Danny H. Conklin*                )
Giles M. Forbess*                ) Directors             June 3, 1996
R. R. Hemminghaus*               )
Don Maddox*                      )
J. Howard Mock*                  )
Shirley Bird Perry*              )
David M. Wilks*                  )
Gary W. Wolf*                    )


*The undersigned, by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Powers of Attorney executed by the
above-named officers and directors of the Company and which are being filed
herewith with the Securities and Exchange Commission on behalf of such
officers and directors.



By: /s/ Bill D. Helton
    -----------------------------
         Bill D. Helton
         Attorney-in-Fact























  


                             INDEX




/s/ GARY L. GIBSON   
Gary L. Gibson
President, Chairman of the Board and Director
June 15, 2001




/s/ DAVID HUDSON   
David Hudson
Secretary and Treasurer
(Principal Financial and Accounting Officer)
June 15, 2001
II–4


QuickLinks
SUBJECT TO EXHIBITS

Exhibit
Number                             Exhibit
- -------                            -------

 1(a)   -  Form of Standard Purchase Provisions relating to
            the New Preferred Stock.
 1(b)   -  Form of Standard Purchase Provisions relating to
            the New Bonds.
 1(c)   -  Form of Standard Purchase Provisions relating to
            the New Unsecured Securities.
 3(a)   -  Restated Articles of Incorporation effective
            February 1 (exhibit 3(i) Form 8-K filed
            February 26, 1996).*
 3(b)   -  Bylaws (exhibit 3(e) Form 10-K for year ended
            August 31, 1991).*
 4(a)   -  First Mortgage Indenture dated August 1, 1946
            (exhibit 7-A Registration No. 2-6910).*
 4(b)   -  Supplemental Indentures dated: December 1, 1946
            (exhibit 7-B Registration No. 2-6910);
            November 1, 1947 (exhibit 7-C Registration No.
            2-7356); January 20, 1948 (exhibit 7-G Registra-
            tion No. 2-7356); February 1, 1949 (exhibit 7-E
            Registration No. 2-7833); December 1, 1949
            (exhibit 7-F Registration No. 2-8235); February
            1, 1950 (exhibit 7-G Registration No. 2-8754);
            January 1, 1951 (exhibit 7-H Registration No.
            2-8754); January 1, 1952 (exhibit 4-J Registra-
            tion No. 2-9379); February 1, 1953 (exhibit 4-J
            Registration No. 2-10639); February 1, 1954
            (exhibit 4-K Registration No. 2-10639); June 1,
            1954 (exhibit 4-M Registration No. 2-10992); Feb-
            ruary 1, 1956 (exhibit 4-N Registration No.
            2-12252); October 1, 1959 (exhibit A Form 8-K for
            November 1959); February 1, 1961 (exhibit 4-O
            Registration No. 2-17578); January 1, 1963
            (exhibit 2-P Registration No. 2-21020); February
            1, 1964 (exhibit 2-Q Registration No. 2-22089);
            February 1, 1965 (exhibit 2-R Registration No.
            2-23178); February 1, 1967 (exhibit 2-S Registra-
            tion No. 2-25983); October 1, 1970 (exhibit 2-T
            Registration No. 2-38566); May 1, 1971 (exhibit
            3-U Registration No. 2-40266); October 1, 1972
            (exhibit 2-V Registration No. 2-45965); February
            1, 1975 (exhibit 3 Form 8-K for December 1975);
            February 1, 1976 (exhibit 1 Form 8-K for March
            1976); February 9, 1977 (exhibit 2-Y Registration


  

                                                             
Exhibit                             
Number                            Exhibit
- -------                           -------

            No. 2-58209); March 1, 1977 (exhibit 1 Form 10-Q
            for quarter ended May 31, 1977); March 1, 1978
            (exhibit 1 Form 10-Q for quarter ended May 31,
            1978); March 1, 1979 (exhibit b(28) Registration
            No. 2-64022); April 1, 1979 (exhibit 1 Form 10-Q
            for quarter ended May 31, 1979); June 1, 1980
            (exhibit 2 Form 10-Q for quarter ended May 31,
            1980); two dated October 1, 1981 (exhibit 4(c)
            Form 8-K dated February 5, 1982); July 1, 1982
            (exhibit 1 Form 8-K dated October 22, 1982); two
            dated April 1, 1983 (exhibit 4(a) Form 10-Q for
            quarter ended May 31, 1983); February 1, 1985
            (exhibit 4(c) Form 10-K for 1985); April 1, 1986
            (exhibit 4(a) Form 10-Q for quarter ended
            February 28, 1986); June 1, 1987 (exhibit 4(h)
            Registration No. 33-4134); two dated July 15,
            1992 (exhibit 4(a) Form 10-K for fiscal year
            ended August 31, 1992); two dated December 1,
            1992 (exhibit 4 Form 10-Q for quarter ended
            February 28, 1993); and February 15, 1995
            (exhibit 4 Form 10-Q for quarter ended
            February 28, 1995).*
 4(c)   -  Supplemental Indenture date March 1, 1996.
 4(d)   -  Form of Supplemental Indenture (form of New Bond
            included in Supplemental Indenture).
 4(e)   -  Form of Specimen Certificate representing the New
            Preferred Stock.
 4(f)   -  Form of Indenture relating to the New Unsecured
            Securities, including Forms of New Unsecured
            Securities.
 5      -  Opinion of Hinkle, Cox, Eaton, Coffield &
            Hensley, L.L.P., counsel for the Company.
12      -  Statements re Computation of Ratios of Earnings
            to Fixed Charges and Ratio of Earnings to Com-
            bined Fixed Charges and Preferred Dividend
            Requirements (exhibit 12 Form 10-K for fiscal
            year ended August 31, 1995 and exhibit 12 Form
            10-Q for quarter ended February 29, 1996).*
15      -  Letter re Unaudited Interim Financial
            Information.
23(a)   -  Consent of Hinkle, Cox, Eaton, Coffield &
            Hensley, L.L.P. (included in Exhibit 5).
23(b)  -    Consent of Foulston & Siefkin.
23(c)  -    Consent of Rainey, Ross, Rice & Binns.
23(d)   -  Consent of Deloitte & Touche LLP, independent
            certified public accountants.

                                    -2-

                                                             
Exhibit                             
Number                             Exhibit
- -------                            -------


23(e)   -  Consent of KPMG Peat Marwick LLP, independent
            certified public accountants.
24      -  Powers of Attorney.
25(a)   -  Statement of Eligibility and Qualification under
            the Trust Indenture Act of 1939 (on Form T-1) of
            Chemical Bank, Trustee.
25(b)   -  Statement of Eligibility and Qualification under
            the Trust Indenture Act of 1939 (on Form T-1) of
            Unsecured Securities Trustee (to be filed by
            amendment or pursuant to Form 8-K).
____________________
*     Incorporated herein by reference.



































                                    -3-
  

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
ITEM 16. EXHIBITS.
ITEM 17. UNDERTAKINGS.