<PAGE>
File No. 70-08763
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM U-1
APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________
SOUTHWESTERN ELECTRIC POWER COMPANY
428 Travis Street
Shreveport, Louisiana 71101
(Name of company filing this statement and address
of principal executive office)
__________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
__________________
Shirley S. Briones, Treasurer
Southwestern Electric Power Company
428 Travis Street
Shreveport, Louisiana 71101
Stepphen J. McDonnell, Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Joris M. Hogan, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
Southwestern Electric Power Company, a Delaware corporation
(the "Company") and a wholly-owned electric utility subsidiary of
Central and South West Corporation ("CSW"), a Delaware corporation
and a registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), hereby files this
Amendment No. 1 to the Application-Declaration on Form U-1, File
No. 70-8763 (the "Application"), in order to amend Item 6 as set
forth below. In all other respects, the Application as previously
filed will remain the same.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to reflect the filing herewith of
Exhibit 6, so that Item 6, as so amended, shall read in its
entirety as follows:
Exhibit 1 -
Preliminary Opinion of Milbank, Tweed, Hadley & McCloy,
counsel to the Company (previously filed).
Exhibit 2 -
Final or "Past Tense" opinion of Milbank, Tweed, Hadley &
McCloy, counsel to the Company (to be filed with Certificate
of Notification).
Exhibit 3 -
Proposed Notice of Proceeding (previously filed).
Exhibit 4 -
Form of Stock Purchase Agreement between the Company, AP&L
and OG&E (previously filed).
Exhibit 5 -
Application to the APSC (previously filed).
Exhibit 6 -
Order of the APSC.
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: April 23, 1996
SOUTHWESTERN ELECTRIC POWER COMPANY
By: /s/SHIRLEY S. BRIONES
Shirley S. Briones
Treasurer
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
1 Preliminary opinion of Milbank, ---
Tweed, Hadley & McCloy, counsel
to the Company (previously filed).
2 Final or "past tense" opinion of ---
Milbank, Tweed, Hadley & McCloy,
counsel to the Company (to be filed
with Certificate of Notification).
3 Proposed Notice of Proceeding ---
(previously filed).
4 Form of Stock Purchase Agreement ---
between the Company, AP&L and OG&E
(previously filed).
5 Application to the APSC (previously ---
filed).
6 Order of the APSC. Electronic
<PAGE>
EXHIBIT 6
BEFORE THE
ARKANSAS PUBLIC SERVICE COMMISSION
IN THE MATTER OF THE APPLICATION )
OF SOUTHWESTERN ELECTRIC POWER )
COMPANY FOR AUTHORIZATION TO ) DOCKET NO. 95-638-U
PURCHASE COMMON STOCK OF THE ) ORDER NO. _________
ARKLAHOMA CORPORATION )
ORDER
On December 14, 1995, Southwestern Electric Power Company
("SWEPCO") filed an Application requesting authorization to
purchase 78 shares of common stock of the Arklahoma Corporation
from Oklahoma Gas & Electric Company ("OG&E"). SWEPCO states that
OG&E requested the purchase in order to facilitate the formation by
OG&E of a holding company exempt from the registration requirements
of the Holding Company Act. OG&E believes that if it reduces its
percentage ownership of Arklahoma common stock to less than 5%, by
selling 68 shares to AP&L and 78 shares to Southwestern Electric
Power Company, Arklahoma will not be deemed an "affiliate" of OG&E
for purposes of the Holding Company Act. SWEPCO believes that the
benefits to ratepayers relate to the assurance of the continued
operation of the Arklahoma line to provide reliable service to its
customers and the purchase, therefore, is in the public interest.
On April 9, 1996, Mr. Phil Young, Public Utility Analyst for
the General Staff of the Commission, filed testimony not opposing
SWEPCO's Application. Mr. Young states that his recommendation is
based on the assurances provided by SWEPCO and OG&E that Arkansas
ratepayers will not bear the costs of the investment by SWEPCO or
the costs related to the transaction.
The Commission finds that based on the assurances provided by
SWEPCO and OG&E in both this docket and Docket No. 95-499-U,
SWEPCO's Application does not represent any harm to Arkansas
ratepayers and is hereby approved.
BY ORDER OF THE COMMISSION.
This 17th day of April, 1996.
/s/SAM I. BRATTON, JR.
Sam I. Bratton, Jr., Chairman
/s/PATRICIA S. QUALLS
Patricia S. Qualls, Commissioner
/s/JULIUS D. KEARNEY
Julius D. Kearney, Commissioner
/s/GLENN HOOKS (Acting)
Jan Sanders
Secretary of the Commission
