SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________
:
In the Matter of :
:
PUBLIC SERVICE COMPANY OF OKLAHOMA : CERTIFICATE
:
File No. 40-0397 : OF
:
(Public Utility Holding Company Act of 1935) : NOTIFICATION
:
_______________________________________________:
Public Service Company of Oklahoma (the "Company")
hereby certifies that it has issued the securities described
herein, which issue was exempted from the provisions of Section
6(a) of the Public Utility Holding Company Act of 1935, as
amended, and was neither the subject of a declaration or
application on Form U-1 nor included within the exemption
provided by Rule 48.
1. Type of the security:
The securities are Medium-Term Notes, Series A (A
Series of Senior Notes) (the "Notes").
2. Issue, renewal or quaranty:
Issuance.
3. Principal amount of each security:
$10,000,000 of the Notes were issued April 2, 1996.
4. Rate of interest per annum of each security:
The rate of interest per annum of the Notes is 6.43%.
5. Date of issue of each security:
The Notes were issued on April 2, 1996.
6. If renewal of security, date of issue:
Not applicable.
7. Date of maturities of each security:
The Notes will mature March 30, 2000.
8. Name of the person to whom each security was
issued:
The Notes are being offered, from time to time, on a
continuous basis by the Company through Smith Barney Inc. ("Smith
Barney") and Morgan Stanley & Co. Incorporated ("Morgan Stanley")
(collectively the "Agents"), as agents. The Company also may
sell the Notes to the Agents as principal for resale to investors
or other purchasers. The Notes were sold through Smith Barney as
agent.
9. Collateral given with each security:
The Notes were issued under an Indenture dated
February 1, 1996 as supplemented by a Supplemental Indenture
dated February 1, 1996. The Notes are secured until the Release
Date (as defined therein) by First Mortgage Bonds, Series X which
are issued under and secured by an Indenture dated July 1, 1945,
as supplemented.
10. Consideration received for each security:
The Company received $9,949,000 as proceeds for the
issuance of the Notes.
11. Application of proceeds of each security:
The Company has applied the proceeds of $9,949,000 to
repay short-term debt.
12. Indicate by a check after the applicable statement
below whether the issue of each security was exempt from the
provisions of Section 6(a) because of
a. the provisions contained in the
first sentence of Section 6(b),
b. the provisions contained in the
fourth sentence of Section 6(b),
c. the provisions contained in any X
rule of the Commission other than Rule 48.
13. Exemption from the provisions of Section 6(a)
because of the first sentence of Section 6(b):
Not applicable.
14. Exemption from the provisions of Section 6(a)
because of the fourth sentence of Section 6(b):
Not Applicable.
15. Exemption from the provisions of Section 6(a)
because of any rule of the Commission other than Rule 48:
The issuance of the Notes was exempt from the
provisions of Section 6(a) because the issuance met the criteria
set forth in Rule 52.
PUBLIC SERVICE COMPANY OF OKLAHOMA
By: /s/Shirley S. Briones
Shirley S. Briones
Treasurer
Date: April 16, 1996
