UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-6B-2
Certificate of Notification
Certificate is filed by: Public Service Company of Oklahoma.
This certificate is notice that the above named company has
issued, renewed or guaranteed the security or securities
described herein which issue, renewal or guaranty was exempted
from the provisions of Section 6(a) of the Act and was neither
the subject of a declaration or application on Form U-1 nor
included within the exemption provided by Rule U-48.
1. Type of the security or securities* ("draft," "promissory note").
Promissory note.
2. Issue, renewal or guaranty.
Guaranty.
3. Principal amount of each security.
$750,000.
4. Rate of interest per annum of each security.
Variable interest rate of 1.5% above the prime rate
announced by Chase Manhattan Bank from time to time at its
New York, New York office.
5. Date of issue, renewal or guaranty of each security.
September 17, 1996.
6. If renewal of security, give date of original issue.
Not applicable.
7. Date of maturity of each security. (In the case of demand
notes, indicate "on demand.")
November 30, 1996.
8. Name of the person to whom each security was issued, renewed
or guaranteed.
Bank of Oklahoma, N.A.
9. Collateral given with each security, if any.
All accounts, letters of credit, instruments,
negotiable instruments, general intangibles, contract rights,
chattel paper and intellectual property rights of Numanco,
L.L.C. and NSS Numanco, Inc., and all proceeds of the
foregoing.
10. Consideration received for each security.
$750,000.
11. Application of proceeds of each security.
Working capital of Numanco, L.L.C.
12. Indicate by a check after the applicable statement below
whether the issue, renewal or guaranty 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)*,
X
b. the provisions contained in the fourth sentence of
Section 6(b),
c. the provisions contained in any rule of the
Commission other than Rule U-48.
(If reporting for more than one security insert the identifying
symbol after applicable statement.)
13. If the security or securities were exempt from the
provisions of Section 6(a) by virtue of the first sentence of
Section 6(b), give the figures which indicate that the security
or securities aggregate (together with all other then outstanding
notes and drafts of a maturity of nine months or less, exclusive
of days of grace, as to which such company is primarily or
secondarily liable) not more than 5 per centum of the principal
amount and par value** of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may
have been outstanding, shall be considered as maturing in not
more than nine months for purposes of the exemption from Section
6(a) of the Act granted by the first sentence of Section 6(b)).
As of June 30, 1996, Public Service Company of Oklahoma
had approximately $907,190,000 of securities outstanding (other
than the $750,000 guaranty set forth herein). The $750,000
guaranty is the only security currently issued by Public Service
Company of Oklahoma pursuant to Section 6(b) of the Act. Thus,
such securities constitute less than 0.1% of the other
outstanding securities of Public Service Company of Oklahoma.
14. If the security or securities are exempt from the provisions
of Section 6(a) because of the fourth sentence of Section 6(b),
name the security outstanding on January 1, 1935, pursuant to the
terms of which the security or securities herein described have
been issued.
Not applicable.
15. If the security or securities are exempt from the provisions
of Section 6(a) because of any rule of the Commission other than
Rule U-48 designate the rule under which exemption is claimed.
Not applicable.
PUBLIC SERVICE COMPANY OF OKLAHOMA
(Name of company)
By: /s/WILLIAM R. MCKAMEY
William R. McKamey
General Manager
Date: September 27, 1996
_________________________________________________________________
* If reporting for more than one security each security may
be identified by symbol, which symbol should be used for each
subsequent item. If more convenient, information may be supplied
by tabular statement using the serial arrangement of this form.
** If a security had no principal amount or par value use
the fair market value as of date of issues of such security, and
indicate how determined.
