THE STATE OF TEXAS
   
                           SECRETARY OF STATE

     The undersigned, as Secretary of State of the State of Texas, HEREBY 
CERTIFIES that the attached is a true and correct copy of the following 
described instruments on file in this office:
                           WEST TEXAS UTILITIES COMPANY

RESTATED ARTICLES OF INCORPORATION                                MAY 25, 1977
ARTICLES OF AMENDMENT                                             MAY 10, 1979
CHANGE OF REGISTERED OFFICE AND/OR AGENT                      OCTOBER 19, 1979
ARTICLES OF AMENDMENT                                         OCTOBER 15, 1982
STATEMENT OF RESOLUTION                                           JUNE 9, 1983
ARTICLES OF AMENDMENT                                           MARCH 26, 1984
STATEMENT OF RESOLUTION                                         MARCH 11, 1986
STATEMENT OF CANCELLATION OF REDEEMABLE SHARES                   JUNE 15, 1987
ARTICLES OF AMENDMENT                                            MARCH 8, 1988
STATEMENT OF CANCELLATION OF REDEMABLE SHARES                  AUGUST 31, 1988
CHANGE OF REGISTERED OFFICE AND/OR AGENT                           MAY 6, 1992
STATEMENT OF CANCELLATION OF REDEEMABLE SHARES                 AUGUST 12, 1993
STATEMENT OF CANCELLATION OF REDEEMABLE SHARES               SEPTEMBER 6, 1994


                                 IN TESTIMONY WHEREOF, I have hereunto
                                 signed my name officially and caused to be
                                 impressed hereon the Seal of State at my office
                                 in the City of Austin, on February 17, 1995.


                                              Antonio O. Garza, Jr
                                               Secretary of State




                           ARTICLES OF AMENDMENT
                                    TO
                         ARTICLES OF INCORPORATION
                                    OF
                        WEST TEXAS UTILITIES COMPANY 

     West Texas Utilities Company (the "corporation"), a corporation
organized and existing by virtue of the laws of the State of Texas,
executes these Articles of Amendment to its Restated Articles of Incorpora-
tion pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act:

     1.    The name of the corporation is West Texas Utilities
Company.

     2.    Article VI of the corporation's Restated Articles of
Incorporation is hereby amended by changing the first sentence of said

Article VI to read as follows:

            The total number of authorized shares of capital
            stock of the corporation is 3,110,000 shares,
            divided into two classes, namely: (1) Preferred
            Stock, consisting of 310,000 shares of the par
            value of $100 each, of which 60,000 shares shall
            be designated and known as the "4.40% Cumulative
            Preferred Stock" and shall constitute a series of
            the Preferred Stock and (2) Common Stock, con-
            sisting of 2,800,000 shares of the par value of
            $22 each.

     3.    Paragraph (1) of said Article VI is hereby amended by
deleting therefrom the sentence: "All shares of the Preferred Stock
bearing the same designation at any time outstanding shall constitute
one series of Preferred Stock; and all shares of any one designation or
series of Preferred Stock shall be alike in all respects."


     4.    The foregoing amendments have been effected in conformity
with the provisions of the Texas Business Corporation Act and the corpora-
tion's Restated Articles of Incorporation and were duly approved and
adopted on May 7, 1979, by the shareholders of the corporation entitled
to vote thereon.

     5.    The number of shares of stock of the corporation outstand-
ing at the time of the adoption of said amendments was 2,800,000 shares
of Common Stock and 60,000 shares of Preferred Stock.  All of such shares
were entitled to vote on the amendment referred to in Item 2 of these
Articles; and, in addition, the 60,000 shares of Preferred Stock were
entitled to vote on said amendment as a class; only the shares of Common
Stock were entitled to vote on the amendments referred to in Item 3 of
these Articles.  All of the shares of Common Stock voted for all amend-
ments; 42,503 shares of Preferred Stock voted for the amendment set
forth in paragraph 2 of these Articles and 4,799 shares of Preferred
Stock voted against such amendment.
            Dated: May 9, 1979

                                            WEST TEXAS UTILITIES COMPANY



                                            BY DURWOOD CHALKER
                                               President



ATTEST:



DONALD A. SHAHAN
Secretary








                                  2


STATE OF TEXAS   )
                 )  SS.
COUNTY OF TAYLOR )

     I, the undersigned authority, do hereby certify that on this
day personally appeared before me Durwood Chalker who declared he is
President of the corporation executing the foregoing document, and
being duly sworn, acknowledged that he signed the foregoing document
in the capacity therein set forth and declared that the statements
contained therein are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 9th day of May, 1979.

                                                        M. W. HARPER
                                                        Notary Public,
                                                        Taylor County,
                                                        Texas








                                         3


                        RESTATED ARTICLES OF INCORPORATION

                                  WITH AMENDMENTS      

                                        OF

                           WEST TEXAS UTILITIES COMPANY


     1. West Texas Utilities Company, a corporation
organized and existing under the laws of the State of
Texas, pursuant to the provisions of Article 4.07 of
the Texas Business Corporation Act hereby adopts re-
stated articles of incorporation which accurately copy
the articles of incorporation and all amendments thereto
that are in effect to date and as further amended by
such restated articles of incorporation as hereinafter
set forth and which contain no other change in any
provision thereof.

     2. The articles of incorporation of the corpora-
tion are amended by the restated articles of incorporation
as follows:

       a. Article VI, Paragraph (5), of the articles
of incorporation of the corporation is amended by the
restated articles of incorporation by adding to sub-
paragraph (B) an additional exception in computing the
total principal amount of unsecured obligations of the
corporation by adding, after clause (y), an additional
exception as set forth in clause (z).

       b. Article VI, Paragraph (5) (C) , of the
articles of incorporation of the corporation is amended
by the restated articles of incorporation by deleting
from clause (a) the words "repairs, maintenance and" and
by changing clause (b) in Paragraph (5) (C) to require
the deduction, as charges for depreciation, retirement,
renewals, and replacements and/or amortization, in com-
puting gross income available for payment of interest on
debt securities and dividends on the Preferred Stock and
any prior or parity stock, of at least a specified
percentage of depreciable bondable property of the corpo-
ration under its mortgage indenture, rather than the
deduction of an amount equal to at least 15% of its gross
operating revenues (as defined).


       c. Article VI, Paragraph (6) of the articles
of incorporation of the corporation is amended by the
restated articles of incorporation by changing clause
(4) in the definition of "Common Stock Equity" contained
in the third grammatical paragraph of Paragraph (6), to
apply only to the period beginning January 1, 1954, and
ending December 31, 1976, and adding a new clause (5) to
apply to periods after December 31, 1976, requiring a
deduction as charges for depreciation, retirement,
renewal and replacements and/or amortization of at least
a specified percentage of depreciable bondable property,
in computing the surplus component of common stock equity.

       d. Article VI, Paragraph (6) of the articles
of incorporation of the corporation is amended by the
restated articles of incorporation by deleting the
definition of "total capitalization" set forth in the
fourth grammatical paragraph in clause (i) and placing
a new definition of total capitalization in clause (i)
of that paragraph.

       e. Article VI, Paragraph (6) of the articles
of incorporation of the corporation is amended by the
restated articles of incorporation by deleting the
second grammatical paragraph in its entirety and by
adding a new second paragraph which defines "net income
available for common stock dividends" which does not
require a minimum deduction based on an earnings test.

     3. Each such amendment made by these restated
articles of incorporation has been effected in conformity
with the provisions of the Texas Business Corporation Act,
and such restated articles of incorporation and each such
amendment made by the restated articles of incorporation
were duly adopted by the shareholders of the corporation
on April 19, 1977.

     4. The number of shares outstanding at such date
was 2,475,000 shares of Common Stock and 60,000 shares
of Preferred Stock; all of such shares were entitled to
vote on the restated articles of incorporation as so
amended; and, in addition, the 60,000 outstanding shares
of Preferred Stock were entitled to vote as a class on
the restated articles of incorporation as so amended;


all of such shares of Common Stock voted for the
restated articles of incorporation as so amended;
45,023 of such shares of Preferred Stock voted for
the amendment of the articles set forth in paragraph
2.a. hereof and 5,449 of such shares of Preferred
Stock voted against such amendment; 42,292 of such
shares of Preferred Stock voted for the amendment of
the articles set forth in paragraph 2.b. hereof and
8,180 of such shares of Preferred Stock voted
against such amendment; 45,620 of such shares of
Preferred Stock voted for the amendment of the
articles set forth in paragraph 2.c. hereof and
4,852 of such shares of Preferred Stock voted
against such amendment; 44,682 of such shares of
Preferred Stock voted for the amendment of the
articles set forth in paragraph 2.d. hereof and
5,790 of such shares of Preferred Stock voted
against such amendment; and 45,378 of such shares
of Preferred Stock voted for the amendment of the
articles set forth in paragraph 2.e. hereof and
5,094 of such shares of Preferred Stock voted
against such amendment.

     5. The articles of incorporation and all
previous restatements, amendments and supplements
thereto are hereby superseded by the following re-
stated articles of incorporation which accurately
copy the entire text thereof as amended as above set
forth:


                  RESTATED ARTICLES WITH AMENDMENTS OF
                      WEST TEXAS UTILITIES COMPANY


     I.    The name of this corporation is WEST TEXAS
UTILITIES COMPANY.

     II. The purposes for which the corporation is
formed are the generation of and supply of gas, electric
light and motive power to the public.

     III.  The places where the business of the
corporation is to be transacted are in Briscoe, Callahan,
Childress, Coke, Coleman, Collingsworth, Concho, Cottle,
Crockett, Dickens, Donley, Eastland, Fisher, Foard, Hall,
Hardeman, Haskell, Irion, Jones, Kent, Kimble, Knox,
Mason, McCulloch, Menard, Motley, Reagan, Runnels,
Shackelford, Sterling, Stonewall, Taylor, Throckmorton,
Tom Green, Upton, Wheeler, and Wilbarger counties and
any and all other counties in the State of Texas, with
the principal office of the corporation at Abilene, in
Taylor County, Texas, and with branch offices in other
towns and villages in the State of Texas..

     IV. The period of duration or existence of the
corporation shall be perpetual.

     V.   The number of directors shall be twelve.
The names and addresses of the persons now serving as directors
are as follows:

            Name                                Address

       Robert H. Alvis                          P.O. Box 360
                                                Abilene,  Texas 79604

       Durwood Chalker                          P.O. Box  841
                                                Abilene,  Texas 79604

       Ralph N. Hooks                           P.O. Box  34
                                                Abilene,  Texas 79604

       J.C. Hunter, Jr.                         803 Citizens National
                                                Bank Building
                                                Abilene, Texas 79601

       R.E. Kennedy                             P.O. Box 841
                                                Abilene, Texas 79604


                                   -2-



       C. R. Kinard                             1052 North 5th
                                                Abilene, Texas    79601

       G. H. King                               P. 0. Box 841
                                                Abilene, Texas    79604

       Tommy Morris                             P. 0. Box 1221
                                                Abilene, Texas    79604

       S. B. Phillips, Jr.                      One Main Place-Suite 2700
                                                Dallas, Texas 75250

       W. K. Ramsey                             P. 0. Box 5021
                                                San Angelo, Texas 76901

       Armistead D.  Rust                       Rust Bear Creek Ranch
                                                Menard, Texas 76859

       W. P. Sayles                             P. 0. Box 841
                                                Abilene, Texas 79604


     VI.  The total number of authorized shares of
capital stock of the corporation is 2,860,000 shares,
consisting of 60,000 shares of the par value of $100 each
and 2,800,000 shares of the par value of $22 each, and
divided into two classes, namely: (1) Preferred Stock,
consisting of 60,000 shares of the par value of $100 each
and designated "4.40% Cumulative Preferred Stock," and
(2) Common Stock, consisting of 2,800,000 shares of the
par value of $22 each.  Any increase hereafter authorized
in the total number of authorized shares of the par value
of $100 each of Preferred Stock may consist of shares having
such designation, dividend rate, redemption prices and
terms, price payable in respect thereof in the event of
the voluntary liquidation, dissolution or winding up of
the corporation and provisions (if any) as to sinking
fund or conversion into other shares, as shall be
provided by the amendment to the Charter of the corporation
authorizing such increase.

     The preferences, rights, privileges and powers
and the restrictions, limitations or qualifications of
the shares of the par value of $100 each of Preferred
Stock (including the shares thereof designated "4.40%
Cumulative Preferred Stock" and the shares of all other
designations or series thereof that may be hereafter
authorized) and the rights and powers of the shares
of the par value of $22 each of Common Stock of the
corporation shall be as hereinafter set forth.


                              -3-


     The term "Preferred Stock, as hereinafter
used, except where the context otherwise indicates or
requires, shall mean and include only the shares of the
par value of $100 each of Preferred Stock, of all
designations or series, now or hereafter authorized.

     (1) The holders of shares of the Preferred
Stock shall be entitled to receive, in respect of each
share held, dividends upon the par value thereof at the
annual rate specified in the designation or series of
such share, payable quarter-yearly on the first day of
January, April, July and October in each year, when and
as declared by the Board of Directors, out of the surplus
or net profits of the corporation.  Such dividends shall
be cumulative (a) as to the shares initially issued of
any designation or series, from the date of issue or such
other date as may be provided in the resolution of the
Board of Directors authorizing the initial issue of shares
of such designation or series and (b) as to all other
shares of such designation or series, from the first day
of the dividend period in which issued, and such dividends
shall be paid, or declared and set apart for payment,
before any dividends shall be declared or paid on, or set
apart for, the Common stock, so that if, for any past
dividend period or the current dividend period, dividends
on the Preferred Stock shall not have been paid, or
declared and set apart for payment, the deficiency shall
be fully paid, or declared and funds set apart for the
payment thereof, before any dividends shall be declared
or paid on, or set apart for, the Common Stock.  No
dividend shall at any time be paid on, or set apart for,
any share of the Preferred Stock of any designation
or series unless at the same time there shall be paid
on, or set apart for, all shares of the Preferred Stock
then outstanding dividends in such amount that the
holders of all shares of the Preferred Stock shall receive,
or have set apart for them, a uniform percentage of the
full annual dividend to which they are, respectively,
entitled.  The term "dividend period", as used herein,
refers to each period of three consecutive calendar months
ending on the day next preceding the date on which
dividends, if declared, shall be payable.  The holders of
shares of the Preferred Stock shall not be entitled to
receive any dividends thereon other than the dividends at
the annual rate specified in the designation or series of
such shares.  All shares of the Preferred Stock at any time
authorized, regardless of the designation or series
thereof, shall constitute one class of stock and, excepting
only as to the designations thereof, the rates of dividends
payable thereon, the redemption prices and terms thereof,
the prices payable in respect thereof in the event of the
voluntary liquidation, dissolution or winding up of the


                             -4-


corporation and any provisions as to sinking fund or
conversion into other shares, shall be of equal rank and
confer equal rights upon the holders thereof.  All shares
of the Preferred Stock bearing the same designation at
any time outstanding shall constitute one series of Preferred
Stock; and all shares of any one designation or series of
Preferred Stock shall be alike in all respects. Whenever
full cumulative dividends as aforesaid upon the Preferred
Stock (of all designations or series) and upon any other
shares of stock having priority as to dividends over the
Common Stock, then outstanding, for all past dividend
periods and for the current dividend period shall have been
paid, or declared and set apart for payment, the Board
of Directors may declare dividends on the Common Stock of
the corporation, subject to the restrictions hereinafter
contained.

     (2) In the event of the involuntary liquidation,
dissolution or winding up of the corporation, the
holders of shares of the Preferred Stock then outstanding,
regardless of the designation or series thereof, shall
be entitled to be paid in full, out of the net assets
of the corporation, the par value of their shares plus
an amount equal to the accrued dividends on such shares,
and no more, before any amount shall be paid or distributed
to the holders of shares of the Common Stock.  In the
event of the voluntary liquidation, dissolution or winding
up of the corporation, the holders of shares of the 4.40%
Cumulative Preferred Stock then outstanding shall be entitled
to be said in full, out of the net assets of the corporation,
the then effective redemption price of such shares (including
an amount equal to the accrued dividends on such shares),
and no more, before any amount shall be paid or distributed
to the holders of shares of the Common Stock.  After payment
in full to the holders of all shares of the Preferred Stock
(of all designations or series) and of any other shares of
stock having priority as to assets over the Common Stock,
then outstanding, of the amounts to which they are
respectively entitled as herein provided, the remaining
assets and profits shall be divided among and paid or
distributed to the holders of shares of the Common Stock.

     (3) The corporation, on the sole authority of its
Board of Directors, shall have the right at any time or
from time to time to redeem and retire all or any part of
the Preferred Stock, or all or any part of the shares of
any one or more designations or series of the Preferred
Stock, upon and by the Payment to the holders of the shares
to be redeemed, or upon or by setting aside, as hereinafter
provided, for the benefit of such holders, the redemption
price or prices of the shares to be redeemed, which


                               -5-


redemption price in respect of shares of the 4.40% Cumulative
Preferred Stock shall be $107 per share plus accrued
dividends to the date of redemption if such date of
redemption is subsequent to March 31, 1964; provided that
not later than on the thirtieth day prior to the date fixed
for such redemption, nor earlier than on the ninetieth
day before such date of redemption, notice of the intention
of the corporation to redeem such shares, specifying the
shares to be redeemed and the date and place of redemption,
(a) shall be published in a newspaper of general circula-
tion published in the City of Abilene, Texas, and also in
a newspaper of general circulation published in the City of
Dallas, Texas, and in a newspaper of general circulation
published in the City of New York, New York, and (b) shall
be deposited in a United States post office or mail box
at any place in the United States addressed to each holder
of record of the shares to be redeemed, at his address as
the same appears upon the records of the corporation;
and provided, further, that in mailing such notice,
unintentiona1 omissions or errors in names or addresses
or other defects in such mailing shall not impair the
validity of the notice of, or the proceedings for, such
redemption.  In every case of the redemption of less than
all the outstanding shares of any particular designation
or series of the Preferred Stock, the shares of such
designation or series to be redeemed shall be chosen by
lot in such manner as may be prescribed by resolution of
the Board of Directors.  The corporation may deposit with
a bank or trust company, which shall be named in the
notice of redemption, shall be located in Abilene, Texas,
or in Dallas, Texas, or in Chicago, Illinois, and shall
then have capital, surplus and undivided profits of at
least $1,000,000, the aggregate redemption price of the
shares to be redeemed, in trust for the payment on or before
the redemption date to or upon the order of the holders
of such shares, upon surrender of the certificates for
such shares.  Such deposit in trust may, at the option
of the corporation, be upon terms whereby in case the holder
of any shares of the Preferred Stock called for redemption
shall not, within six years after the date fixed for the
redemption of such shares, claim the amount on deposit
with any bank or trust company for the payment of the
redemption price of said shares, such bank or trust company
shall, on demand, when requested by resolution of the
Board of Directors of the corporation or its successor,
pay to or upon the written order of the corporation or
its successor the amount so deposited, and thereupon such


                              -6-


bank or trust company shall-be released from any and all
further liability with respect to the payment of such
redemption price and the holder of said shares shall be
entitled to look only to the corporation or its successor
for the payment thereof.  Upon the giving of notice of
redemption and upon the deposit of the redemption price,
as aforesaid, or, if no such deposit is made, upon the
redemption date (unless the corporation defaults in making
payment of the redemption price as set forth in such notice),
such holders shall cease to be stockholders with respect
to said shares, and from and after the making of said
deposit and the giving of said notice, or, if no such
deposit is made, after the redemption date (the corporation
not having defaulted in making payment of the redemption
price as set forth in such notice), said shares shall no
longer be transferable on the books of the corporation, and
such holders shall have no interest in or claim against
the corporation with respect to said shares, but shall be
entitled only to receive said moneys on the date fixed for
redemption as aforesaid from said bank or trust company,
or from the corporation, without interest thereon, upon
surrender of the certificates for said shares as aforesaid.
All shares of the Preferred Stock which have been redeemed
shall be cancelled and retired and shall not be reissued.

     The term "accrued dividends", as used herein, shall
be deemed to mean, in respect of any share of the Preferred
Stock as of any given date, the amount of dividends payable
on such share, computed, at the annual dividend rate stated
in the designation or series of such share, from the date
on which dividends thereon became cumulative to and including
such given date, less the aggregate amount of all dividends
which have been paid or which have been declared and set
apart for payment on such share.  Accumulations of dividends
shall not bear interest.

     Nothing herein contained shall limit any legal right of
the corporation to redeem, purchase or otherwise acquire
any shares of the Preferred Stock; provided, however, that
the corporation shall not redeem, purchase or otherwise
acquire less than all the outstanding shares of the Preferred
Stock, if, at the time of such redemption, purchase or other
acquisition, dividends payable on the Preferred Stock shall
be in default in whole or in part, unless prior to or
concurrently with such redemption, purchase or other
acquisition, all such defaults shall be cured, or unless
such redemption, purchase or other acquisition shall have
been ordered, approved or permitted by the Securities and
Exchange Commission under the Public Utility Holding Company
Act of 1935 or by any successor commission or other regulatory
authority of the United States of America then having


                               -7-


jurisdiction in the premises.  All shares of the Preferred
Stock so redeemed, purchased or acquired shall be cancelled
and retired and shall not be reissued.

     (4) So long as any shares of the Preferred Stock shall
be outstanding, the corporation shall not, without the
consent (given by vote at an annual or special meeting of
stockholders) of the record holders of at least two-thirds
of the total number of shares of the Preferred Stock then
outstanding, voting separately as a class:

          (A) create, authorize or issue any new stock
     which, after issuance, would rank prior to the
     Preferred Stock as to dividends or assets, or create,
     authorize or issue any security convertible into
     shares of any such new stock, except for the purpose
     of providing funds for the redemption of all the
     Preferred Stock then outstanding, in which case such
     new stock or security shall not be issued until such
     redemption shall have been authorized, notice of such
     redemption given and the aggregate redemption price
     deposited as provided in paragraph (3) of this
     Article VI; provided that any such new stock or
     security, the creation, authorization or issue of
     which shall have been consented to as herein provided,
     shall not be issued after the expiration of twelve
     months following the giving of such consent; or

          (B) amend, alter, change or repeal any of the
     express terms of the Preferred Stock then outstanding
     in a manner substantially prejudicial to the holders
     thereof; provided that (i) the increase or decrease
     in the authorized amount of the Preferred Stock or
     the creation, or increase or decrease in the authorized
     amount, of any new class of stock ranking on a parity
     with the Preferred Stock shall not, for the purposes
     of this subparagraph (B), be deemed to be prejudicial
     to the holders of the Preferred Stock, and (ii) if
     any such amendment, alteration, change or repeal
     would be substantially prejudicial to the holders of
     shares of one or more, but less than all, of the
     designations or series of the Preferred Stock at the
     time outstanding, the consent only of the record
     holders of at least two-thirds of the total number
     of outstanding shares of each such designation or
     series so prejudicially affected shall be required.

     (5) So long as any shares of the Preferred Stock shall
be outstanding, the corporation shall not, without the
consent (given by vote at an annual or special meeting of


                               - 8 -


stockholders) of the record holders of a majority of the
total number of shares of the Preferred Stock then outstanding,
voting separately as a class:

          (A) merge or consolidate with or into any other
     corporation or corporations or sell or otherwise
     dispose of all or substantially all of the assets of
     the corporation, unless such merger, consolidation,
     sale or other disposition, or the exchange, issuance
     or assumption of all securities to be exchanged, issued
     or assumed in connection with any such merger,
     consolidation, sale or other disposition, shall have
     been ordered, approved or permitted by the Securities
     and Exchange Commission under the Public Utility
     Holding Company Act of 1935 or by any successor
     commission or other regulatory authority of the United
     States of America then having jurisdiction in the
     premises; provided that the provisions of this
     subparagraph (A) shall not apply to a purchase or
     other acquisition by the corporation of franchises
     or assets of another corporation in any manner which
     does not involve a corporate merger or consolidation; or

          (B) issue or assume any unsecured notes, deben-
     tures or other securities representing unsecured
     indebtedness (herein called "unsecured obligations"),
     for purposes other than (i) the refunding of outstanding
     unsecured indebtedness or unsecured obligations thereto-
     fore incurred, issued or assumed by the corporation, or
     (ii) the reacquisition, redemption or other retirement
     of any indebtedness, if such transaction has been
     ordered, approved or permitted by the Securities
     and Exchange Commission under the Public Utility
     Holding Company Act of 1935 or by any successor
     commission or other regulatory authority of the
     United States of America then having jurisdiction
     in the premises, or (iii) the reacquisition, redemption
     or other retirement of all outstanding shares of the
     Preferred Stock or of stock ranking prior to or on
     a parity with the Preferred Stock,

if, immediately after such issue or assumption, the total
principal amount of unsecured obligations issued or assumed
by the corporation (including any such obligations then to
be issued or assumed), computed as hereinafter provided,
would exceed an amount equal to 10% of the sum of


                                 -9-


          (a) the total principal amount of all bonds or
     other securities representing secured indebtedness
     issued or assumed by the corporation and then to
     be outstanding, and

          (b) the aggregate amount of the capital and
     surplus of the corporation as then to be stated on
     the books of account of the corporation.

     In computing, for the purposes of this provision, the
total principal amount of unsecured obligations issued or
assumed by the corporation and outstanding or to be
outstanding as of the date of issue or assumption of any
such obligations then to be issued or assumed, there shall
be excluded, but in an amount not exceeding in the aggregate
10% of the sum of the amounts specified in clauses (a) and
(b) above, the sum of

          (x) the principal amount of all unsecured
     obligations the maturity or payment date of which
     is in excess of ten years from such date,

          (y) the principal amount of all unsecured
     obligations which had by their terms an original
     maturity in excess of ten years but which have
     become and are due and payable by their terms in
     ten years or less, but more than three years, from
     such date, or which are required to be retired,
     prior to their maturity, whether through a sinking
     fund or otherwise, in ten years or less, but more
     than three years, from such date, and

          (z) the principal amount of all unsecured
     obligations, the maturity or payment date of which
     is not later than November 1, 1982, and which had
     by their terms an original maturity not in excess
     of ten years, which principal amount is in excess of
     10% of the amount specified in clauses (a) and (b) above.

     And whenever the aggregate principal amount of unsecured
obligations outstanding at any such date, determined after
making the exclusions as above provided, shall exceed 10%
of the sum of the amounts specified in clauses (a) and (b)
above, no additional unsecured obligations shall be issued
or assumed by the corporation, except for the purposes set
forth in items (i), (ii) or (iii) above, until such aggre-
gate principal amount of outstanding unsecured obligations
shall have been reduced to 10% of the sum of the amounts
specified in clauses (a) and (b) above; or

                           -10-

     (C) issue, sell, or otherwise dispose of any shares of
the Preferred Stock (in addition to the initial issue of 60,000
shares of the Preferred Stock), or of any other class of stock
ranking on a parity with the Preferred Stock as to dividends or
assets, for any purpose other than in exchange for or of effecting
the redemption or retirement of not less than an equal number
of shares of the Preferred Stock, or of stock ranking prior to
or on a parity with the Preferred Stock, then outstanding,
unless the gross income of the corporation to be available for
the payment of interest for a period of twelve full consecutive
calendar months ending within the fifteen calendar months imme-
diately preceding the issuance, sale or disposition of such stock,
determined in accordance with generally accepted accounting
practices [but in any event after deducting all taxes and
the greater of (a) the aggregate amount for said period
charged by the corporation on its books to income or
earned surplus for provision for depreciation of property,
or (b) an amount equal to 2.9% (or such other percentage
as may upon application by the corporation be approved
by the Securities and Exchange Commission, or any
successor authority, under the Public Utility Holding Company
Act of 1935) of the arithmetical average of the amount of
depreciable property of the corporation at the beginning,
and the amount thereof at the end, of such 12-month period,
in plant accounts of the corporation, with respect to which
bonds may at the time be authenticated under any indenture
securing first mortgage bonds of the corporation, determined in
accordance with generally accepted accounting practices, and
provided that amounts included in plant acquisition adjustment
account, or accounts of similar purpose, shall not be
included in the amount of such property if adequate pro-
vision for the amortization of such amounts is made by
current charges to income or surplus) shall have been at
least one and one-half times the sum of (i) the annual
interest charges on all bonds, debentures, notes and other
securities representing indebtedness of the corporation,
and (ii) the annual dividend requirements on all outstand-
ing shares of the Preferred Stock and on all other classes
of stock, if any, ranking prior to or on a parity with
the Preferred Stock as to dividends or assets, including
the shares proposed to be issued; provided that there shall
be excluded from the foregoing computation interest charges
and dividend requirements on all indebtedness and shares
of stock which are to be retired in connection with the
issue of such additional shares of the Preferred Stock,
or other class of stock ranking prior to or on a parity
with the Preferred stock as to dividends or assets; and
provided, further, that in any case where such additional
shares of the Preferred Stock, or other class of stock
ranking on a parity with the Preferred Stock as to dividends

                             -11-

or assets, are to be issued in connection with the ac-
quisition of additional property, the gross income of
the property to be so acquired, computed on the same
basis as the gross income of the corporation as above pro-
vided, may be included on a pro forma basis in making
the foregoing computation; or

     (D) issue, sell, or otherwise dispose of any shares of
the Preferred Stock (in addition to the initial issue of
60,000 shares of the Preferred Stock), or of any other
class of stock ranking on a parity with the Preferred Stock
as to dividends or assets, unless the aggregate of (i)
the capital of the corporation applicable to the Common
Stock and (ii) the surplus of the corporation shall be
not less than the aggregate amount payable upon the in-
voluntary liquidation, dissolution or winding up of the
corporation in respect of all shares of the Preferred
Stock and all shares of stock, if any, ranking prior to
or on a parity with the Preferred Stock as to dividends
or assets, which will be outstanding after the issue of
the shares proposed to be issued; provided, that if,
for the purposes of meeting the requirements of this sub-
paragraph (D) it becomes necessary to take into consideration
any earned surplus of the corporation, the corporation
shall not thereafter pay any dividends on shares of the
Common Stock which would result in reducing the corpora-
tion's Common Stock Equity (as in paragraph (6) hereinafter
defined) to an amount less than the aggregate amount
payable upon the involuntary liquidation, dissolution
or winding up of the corporation in respect of all shares
of the Preferred Stock, and of any stock ranking prior to or
on a parity with the Preferred Stock as to dividends or
assets, at the time outstanding.

     No provision contained in this paragraph (5), nor in
paragraph (4) of this Article VI, is intended or shall be
construed to relieve the corporation from compliance with
any applicable statutory provision requiring the vote or
consent of the holders of a greater number of the outstanding
shares of the Preferred Stock.

     (6) So long as any shares of the Preferred Stock shall
be outstanding, the corporation shall not declare or pay any
dividends on its Common Stock, except as follows:

          (a) if and so long as the Common Stock Equity
     on the last day of a calendar month ending within
     sixty days next preceding the date on which a dividend
     on Common Stock is proposed to be declared is, or as
     a result of the payment of such dividend would become,


                                -12-


     less than 20% of total capitalization, the corporation
     shall not (except as hereinafter provided) declare
     such dividend in an amount which, together with all
     other dividends on Common Stock paid within the
     year ending with and including the date on which
     such dividend is proposed to be payable, exceeds
     50% of the net income of the corporation available
     for dividends on the Common Stock for the twelve
     full consecutive calendar months ending within
     sixty days next preceding the month in which such
     dividend is proposed to be declared, provided,
     however, that if dividends (or additional dividends)
     on Common Stock could have been declared under the
     foregoing limitation in any previous year or years,
     but were not declared, then such dividend proposed
     to be paid may exceed 50% of the above specified net
     income of the corporation by a total amount equal
     to the aggregate amount of all dividends on Common
     Stock that could have been so declared but were not
     declared; and

           (b) if and so long as the Common Stock Equity
     on the last day of a calendar month ending within
     sixty days next preceding the date on which a dividend
     on Common Stock is proposed to be declared is, or
     as a result of the payment of such dividend would
     become, less than 25% but not less than 20% of total
     capitalization, the corporation shall not (except as
     hereinafter provided) declare such dividend in an
     amount which, together with all other dividends on
     Common Stock paid within the year ending with and
     including the date on which such dividend is proposed
     to be payable, exceeds 75% of the net income of the
     corporation available for dividends on the Common
     Stock for the twelve full consecutive calendar
     months ending within sixty days next preceding the
     month in which such dividend is proposed to be declared,
     provided, however, that if dividends (or additional
     dividends) on Common Stock could have been declared
     under the foregoing limitation of this paragraph in
     any previous year or years, but were not declared,
     then such dividend proposed to be paid may exceed
     75% of the above specified net income of the
     corporation by a total amount equal to the aggregate
     amount of all dividends on Common Stock that could
     have been so declared but were not declared; and

          (c) at any time when the Common Stock Equity
     is 25% or more of total capitalization, the corporation
     may not declare dividends on shares of the Common


                                -13-


     Stock which would reduce the Common Stock Equity
     below 25% of total capitalization, except to the
     extent provided or permitted in subparagraphs (a)
     and (b) above.

     "Net income of the corporation available for dividends
on Common Stock" shall be determined by deducting from
the total of operating revenues and other income
of the corporation for any given period, all operating
expenses for such period (including maintenance, repairs
and depreciation, taxes based on income and all other
taxes, all proper accruals, interest charges, amortization
charges, other proper income deductions and dividends paid
or accrued on outstanding shares of stock of the corporation
ranking prior to the Common Stock as to dividends, for
such period), all as determined in accordance with such
system of accounts as may be prescribed by regulatory
authorities having jurisdiction in the premises or, in
the absence of any such system of accounts, in accordance
with generally accepted accounting practices.

     For the purposes of this paragraph (6) and of subpara-
graph (D) of paragraph (5) hereof:

     The term "Common Stock Equity" shall mean the sum of
(a) the aggregate par value of, or stated capital represented
by, the outstanding shares (other than shares owned by the
corporation) of stock of the corporation ranking junior
to the Preferred Stock as to dividends or assets, (b) the
premium on such junior ranking stock, and (c) the surplus
(including earned surplus, capital or paid-in surplus and
surplus invested in plant) of the corporation, less, unless
the amounts or items are being amortized or are being
provided for by reserves, (1) any amounts recorded on the
books of the corporation for utility plant and other plant
in excess of the original cost thereof, (2) unamortized
debt discount and expense, capital stock discount and
expense and any other intangible items set forth on the
asset side of the balance sheet as a result of accounting
convention, (3) the excess, if any, of the aggregate
amount payable on involuntary liquidation, dissolution or
winding up of the affairs of the corporation upon all
outstanding preferred stock of the corporation over the
aggregate par or stated value of such preferred stock and
any premiums thereon, (4) the excess, if any, for the
period beginning January 1, 1954, and ending December 31,
1976, of an amount equal to 15% of the gross operating
revenues derived by the corporation from the operation
of its properties for the period (excluding therefrom
non-operating income and revenues derived directly
from properties leased to the corporation),


after deducting from such revenues the aggregate cost of
electric energy and gas purchased for exchange or resale,
over the aggregate amount charged or provided by the cor-
poration on its books for maintenance, repairs and depre-
ciation for such period, and (5) the excess, if any, for
the period beginning January 1, 1977, to the end of a month
ending within ninety days next preceding the date as of
which Common Stock Equity is being determined, of an
amount equal to 2.9% annually (or such other percentage as may
upon application by the corporation be approved by the
Securities and Exchange Commission, or any successor
authority, under the Public Utility Holding Company Act
of 1935) of the arithmetical average of the amount of
depreciable property of the corporation at the beginning
and the amount thereof at the end, of each calendar year and
portion thereof contained in such period, in plant accounts
of the corporation, with respect to which bonds may at the
time be authenticated under any indenture securing first
mortgage bonds of the corporation, determined in accordance
with generally accepted accounting practices (excluding amounts
included in plant acquisition adjustment account, or accounts
of similar purposes, if adequate provision for the amortization
of such amounts is made by current charges to income or surplus),
over the aggregate amount charged or provided by the corporation
on its books as charges for depreciation, retirements, renewals
and replacements and/or amortization for such period.

     For the purposes of this paragraph (6):

     (i) The term "total capitalization" of the corporation
shall mean the aggregate of (a) the principal amount of all
outstanding bonds, debentures, notes and other securities
representing indebtedness (whether secured or unsecured) of
the corporation maturing more than twelve months after the
date as of which total capitalization is being determined,
and (b) the par value of, or stated capital represented
by, the outstanding shares of the capital stock of all
classes of the corporation, all premiums in respect of such
stock, as carried on the books of the corporation, and
the amount of all surplus accounts of the corporation, after
deducting from such aggregate any amounts required to be
deducted, in the determination of Common Stock Equity,
pursuant to the provisions of clauses (1) and (2) of the
foregoing definition of "Common Stock Equity."

     (ii) The term "dividends on Common Stock" shall include
dividends on Common Stock (other than dividends payable
only in shares of Common Stock), distributions on, and
purchases or other acquisitions for value of, any Common
Stock of the corporation or other stock, if any, ranking





                                      -14-


                                      -15-


junior to the Preferred Stock as to dividends or assets.

     (7) (a) No holder of shares of the Preferred Stock
shall be entitled to vote, at any meeting of stockholders
of the corporation, for the election of directors or in
respect of any other matter, except as expressly provided
in paragraph (4) or (5) of this Article VI or in this
paragraph (7) or as may be required by law.  In such
excepted cases, each record holder of shares of the
Preferred Stock shall have one vote for each share of
the Preferred Stock held by him.  Each record holder of
shares of Common Stock shall, at all meetings of stockholders
of the corporation, have one vote for each share of Common
Stock held by him, except as otherwise provided in this
paragraph (7).

     (b) If and when dividends payable on the Preferred
Stock at any time outstanding shall be in default in
an amount equal to four full quarter-yearly dividends
or more per share, and thereafter until all dividends on
such Preferred Stock in default shall have been paid,
the record holders of shares of the Preferred Stock, voting
separately as a class, shall be entitled, at each meeting
of stockholders at which directors are elected, to elect
the smallest number of directors necessary to constitute
a majority of the full Board of Directors of the corporation,
and, except as provided in the next following paragraph (c),
the holders of the Common Stock, voting separately as a
class, shall be entitled to elect the remaining directors
of the corporation.  The terms of office, as directors, of
all persons who may be directors of the corporation at
the time shall terminate upon the election of a majority
of the Board of Directors by the holders of the Preferred
Stock, except that if the holders of the Common Stock shall
not have elected the remaining directors of the corporation,
then, and only in that event, the directors of the
corporation in office just prior to the election of a
majority of the Board of Directors by the holders of the
Preferred Stock shall elect the remaining directors of
the corporation.  Thereafter, while such default continues
and the majority of the Board of Directors is being elected
by the holders of the Preferred Stock, the remaining
directors, whether elected by directors as aforesaid, or,
whether originally or later elected by holders of the
Common Stock, shall continue in office until their
successors are elected by holders of the Common Stock and
shall qualify.

      (c) If and when all dividends then in default on
the Preferred Stock then outstanding shall be paid (such


                                -16-


dividends to be declared and paid, out of any funds legally
available therefor, as soon as reasonably practicable),
the holders of shares of the Preferred Stock shall be
divested of any special right with respect to the election
of directors, and the voting power of the holders of the
Preferred Stock and the holders of the Common Stock shall
revert to the status existing before the first dividend
payment date on which dividends on the Preferred Stock
were not paid in full, but always subject to the same
provisions for vesting such special rights in the record
holders of shares of the Preferred Stock in case of further
like defaults in the payment of dividends thereon as
described in the foregoing paragraph (b).  Upon termination
of any such special voting right upon payment of all
accumulated and unpaid dividends on the Preferred Stock,
the terms of office of all persons who may have been
elected directors of the corporation by vote of the holders
of the Preferred Stock as a class, pursuant to such special
voting right, shall forthwith terminate, and the resulting
vacancies shall be filled by the vote of a majority of
the remaining directors.  Dividends shall be deemed to have
been paid, as that term is used in this paragraph (c),
whenever such dividends shall have been declared and paid,
or declared and provision made for the payment thereof,
or whenever there shall be sufficient surplus or net profits
of the corporation legally available for the payment thereof
which shall have accrued since the date of the default
giving rise to such special voting right.

     (d) In case of any vacancy in the office of a director
occurring among the directors elected by the holders of
the Preferred Stock, voting separately as a class, the
remaining directors elected by the holders of the Preferred
Stock, by affirmative vote of a majority thereof, or the
remaining director so elected if there be but one, may
elect a successor or successors to hold office for the
unexpired term or terms of the director or directors
whose place or places shall be vacant.  Likewise, in case
of any vacancy in the office of a director occurring among
the directors not elected by the holders of the Preferred
Stock, the remaining directors not elected by the holders
of the Preferred Stock, by affirmative vote of a majority
thereof, or the remaining director so elected if there
be but one, may elect a successor or successors to hold
office for the unexpired term or terms of the director or
directors whose place or places shall be vacant.

     (e) Whenever the right shall have accrued to the
record holders of the Preferred Stock to elect directors,
voting separately as a class, it shall be the duty of the


                              -17-


President, a Vice-President or the Secretary of the
corporation forthwith to call and cause notice to be given
to the stockholders entitled to vote of a meeting to be
held at such time as the officers of the corporation may
fix, not less than forty-five nor more than sixty days
after the accrual of such right, for the purpose of electing
directors.  The notice so given shall be mailed to each
record holder of shares of the Preferred Stock at his last
known address appearing on the records of the corporation
and shall set forth, among other things, (i) that by reason
of the fact that dividends payable on the Preferred Stock
are in default in an amount equal to four full quarter-
yearly dividends or more per share, the record holders
of the Preferred Stock, voting separately as a class,
have the right to elect the smallest number of directors
necessary to constitute a majority of the full Board
of Directors of the corporation, (ii) that any record
holder of the Preferred Stock has the right, at any
reasonable time, to inspect, and make copies of, the list
or lists of record holders of the Preferred Stock maintained
at the principal office of the corporation or at the office
of any Transfer Agent of the Preferred Stock, and (iii)
either the entirety of this paragraph or the substance
thereof with respect to the number of shares of the
Preferred Stock required to be represented at any meeting,
or adjournment thereof, called for the election of
directors of the corporation.  At the first meeting of
stockholders held for the purpose of electing directors
during such time as the holders of the Preferred Stock
shall have the special right, voting separately as a class,
to elect directors, the presence in person or by proxy of
the record holders of not less than a majority of the
outstanding shares of Common Stock shall be required to
constitute a quorum of such class for the election of
directors, and the presence in person or by proxy of the
record holders of not less than a majority of the out-
standing shares of Preferred Stock shall be required to
constitute a quorum of such class for the election of
directors; provided, however, that in the absence of a
quorum of the holders of Preferred Stock, no election
of directors shall he held, but the holders of a majority
of the Preferred Stock present in person or by proxy shall
have power to adjourn the election of the directors to a
date not less than fifteen nor more than fifty days from
the giving of the notice of such adjourned meeting
hereinafter provided for; and provided, further, that at
such adjourned meeting, the presence in person or by proxy
of the record holders of not less than 35% of the outstanding
shares of Preferred Stock shall be required to constitute
a quorum of such class for the election of directors.  In


                          -18-


the event such first meeting of stockholders shall be so
adjourned, it shall be the duty of the President, a Vice-
President or the Secretary of the corporation, within
ten days from the date on which such first meeting shall
have been adjourned, to cause notice of such adjourned
meeting to be given to the stockholders entitled to vote
thereat, such adjourned meeting to be held not less than
fifteen days nor more than fifty days from the giving of
such second notice.  Such second notice shall be given
in the form and manner hereinabove provided for with
respect to the notice required to be given of such first
meeting of stockholders, and shall further set forth that
a quorum was not present at such first meeting and that
the record holders of not less than 35% of the outstanding
shares of Preferred Stock shall be required to constitute
a quorum of such class for the election of directors at
such adjourned meeting.  If the requisite quorum of the
record holders of the Preferred Stock shall not be present
at said adjourned meeting, then the directors of the
corporation then in office shall remain in office until
the next annual meeting of stockholders of the corporation,
or special meeting in lieu thereof, and until their
successors shall have been elected and shall qualify.
Neither such first meeting nor such adjourned meeting
shall be held on a date within sixty days of the date of
the next annual meeting of stockholders of the corporation
or special meeting in lieu thereof.  At each annual
meeting of stockholders of the corporation, or special
meeting in lieu thereof, held during such time as the
record holders of the Preferred Stock, voting separately
as a class, shall have the right to elect a majority of
the Board of Directors, the foregoing provisions of this
paragraph (e) shall govern each annual meeting of
stockholders, or special meeting in lieu thereof, as if
said annual meeting or special meeting were the first
meeting of stockholders held for the purpose of electing
directors after the right of the record holders of the
Preferred Stock, voting separately as a class, to elect
a majority of the Board of Directors, should have accrued,
with the exception that if, at any adjourned annual meeting
or special meeting in lieu thereof, the record holders of
not less than 35% of the outstanding shares of Preferred
Stock are not present in person or by proxy, all the
directors shall be elected by a vote of the record holders
of not less than a majority of the shares of Common Stock
of the corporation present or represented at the meeting.

     (f) In consideration of the issue, sale or delivery by
the corporation, and the purchase or other acquisition by
the holders thereof, of shares of the capital stock (both


                          -19-

preferred and common) of the corporation, each and every
present and future holder of shares of the capital stock
(both preferred and common) of the corporation shall be
conclusively deemed, by purchasing, acquiring or holding
such shares, to have expressly consented to all and singular
the terms and provisions of this paragraph (7) and to have
agreed that the voting rights of such holder, and the
restrictions and qualifications thereof, shall be as set
forth in this paragraph (7).

     (8) No share of stock or evidence of indebtedness
shall be deemed to be "outstanding", as that term is used
in this Article VI, if, prior to or concurrently with the
event in reference to which a determination as to the amount
thereof outstanding is to be made, the requisite funds for the
redemption, payment or other retirement thereof shall be deposi-
ted in trust for that purpose and, in the case of redemption,
the requisite notice for the redemption thereof shall be given
or the depositary of such funds shall be irrevocably authorized
and directed to give or complete such notice of redemption.

     (9) No holder of shares of stock of any class of the
corporation shall be entitled, as a matter of right, to
subscribe for, purchase or receive any shares of the
stock of any class of the corporation, or any rights or
options of the corporation which it may issue or sell,
whether out of the number of shares now authorized or
hereafter authorized.  Nor shall any holder of shares of
stock, of any class, of the corporation be entitled, as
a matter of right, to subscribe for, purchase or receive
any bonds, debentures or other obligations which the
corporation may issue or sell, which shall be convertible
into or exchangeable for stock of any class, or to which
shall be attached or appertain any warrant or warrants
(or other instrument or instruments) which shall confer upon
the holder or owner the right to subscribe for or purchase from
the corporation any shares of its capital stock of any class; and
all such additional issues of stock, rights, options, or of bonds,
debentures or other obligations convertible into or exchangeable
for stock, or to which such warrants shall be attached or
appertain, may be issued and disposed of as determined by the
Board of Directors to such persons (whether stockholders or not),
at such times, for such consideration and upon such terms,
permitted by the laws of the State of Texas, as the Board of
Directors in its absolute discretion may deem advisable.

     (10) The corporation reserves the right to increase
or decrease its authorized capital stock, or any class
or classes thereof or any designation or series of any
such class, or to reclassify the same, and to amend, alter,


                         -20-


change or repeal any provision contained in the Charter
(as amended) of the corporation or in any future
amendment to the Charter as then in effect, in the
manner now or hereafter prescribed by law, but subject
to such conditions and limitations as are hereinabove
prescribed; and all rights granted to or conferred
upon stockholders in the Charter (as amended) of the
corporation or any future amendment thereto, are granted
or conferred subject to this reservation.

     (11) Neither a consolidation or merger of the
corporation with or into any other corporation, nor a
merger of any other corporation into the corporation, nor
the purchase or other acquisition, redemption or other
retirement by the corporation of all or any part of the
outstanding shares of its preferred stock of any class,
shall be deemed a distribution of assets, or a liquidation,
dissolution or winding up, of the corporation within the
meaning of any of the provisions of the Charter (as amended)
of the corporation, as then in effect.



     IN TESTIMONY WHEREOF, West Texas Utilities Company has
caused the foregoing restated articles of incorporation with
amendments to be executed in duplicate on its behalf by its
officers thereunto duly authorized, on this 19th day of
April, 1977.

                               WEST TEXAS UTILITIES COMPANY


                               By Durwood Chalker
                               President


                               By Laverne Grace
                               Secretary

THE STATE OF TEXAS  )
                    )   SS.
COUNTY OF TAYLOR    )

      I, the undersigned authority, do hereby certify that on
this 19th day of April, 1977, personally appeared before me
Durwood Chalker and LaVerne Grace, who being by me first duly
sworn, declared that they are the President and Secretary,
respectively, of WEST TEXAS UTILITIES COMPANY, that they
signed the foregoing document as President and Secretary
of said corporation, and that the statements therein contained
are true.


                                                    Ann Hawk
                                            Notary Public in and for
                                              Taylor County, Texas
                                               My COMMISSION EXPIRES
                                                     1-27-78


     PAGE 3 OF THE BY-LAWS OF WEST TEXAS UTILITIES COMPANY

     Section 3.  Notice of the time and place of each annual meeting
shall be sent by mail to the recorded address of each stockholder entitled
to vote, not less than ten days before the date of the meeting. Like notice
shall be given of all special meetings, except in cases where other special
method of notice may be required by statute, in all which cases, the statutory 
method shall be followed.  The notice of a special meeting shall state the 
object of the meeting.  Notice of meetings may in all cases be waived by 
stockholders entitled to notice.

     Section 4. At any stockholders' meeting, except as otherwise provided
in Paragraph (7) of Article VI of the Charter, as amended, a majority
of the number of shares of stock outstanding eligible under the Charter, as
amended, to vote upon questions being submitted at such meeting, must be
represented, in person or by proxy, in order to constitute a quorum for the
transaction of business, but the stockholders represented at any meeting,
though less than a quorum may adjourn the meeting to some other day or
sine die.

     Section 5. At all meeting of stockholders each share of stock eligible 
under the Charter, as amended, to vote upon questions being sub-
mitted at such meeting shall be entitled to such a vote or votes as shall
be from time to time provided in the Charter, as amended, and such stock
may be represented by the holder thereof in person or a duly authorized proxy
in writing, duly filed with the Secretary of the Company.

     Section 6. A full list of the stockholders entitled to vote at
the ensuing election, arranged in alphabetical order, with the residence of
each, and the number of shares held by each, shall be prepared by the Secre-
tary and filed in the office where the election is to be held, at least ten
days before every election, and shall at all times, during the usual hours
for business, be open to the examination of any stockholder.

                                ARTICLE V.

                                Directors.

     Section 1. The Board of Directors shall consist of twelve (12)
members and, subject to the provisions of Paragraph (7) of Article VI of the
Charter, as amended, shall be elected at each annual meeting of the stock-
holders.  If for any reason such election shall not be held at an annual
meeting, it may be subsequently held at any special meeting of the stock-
holders duly called for purpose.  Except as otherwise provided in
Paragraph (7) of Article VI of the Charter, as amended, directors shall
hold office until the next succeeding annual meeting of stockholders and
until their respective successors shall have been duly elected and qualified.
Directors need not be stockholders.

     Section 2.  Except as otherwise provided in Paragraph (7) of
Article VI of the Charter, as amended, any vacancy occurring in the Board
of Directors may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.


                                   3


                        LIST OF DIRECTORS OF
                      WEST TEXAS UTILITIES COMPANY


        Name                                       Address

  Robert H. Alvis                              P. 0. Box 360
                                               Abilene, Texas 79604

  Durwood Chalker                              P. 0. Box 841
                                               Abilene, Texas 79604

  Ralph N. Hooks                               P. 0. Box 34
                                               Abilene, Texas 79604

  J. C. Hunter, Jr.                            803 Citizens National Bank
                                               Building
                                               Abilene, Texas 79601

  R. E. Kennedy                                P. 0. Box 841
                                               Abilene, Texas 79604

  C. R. Kinard                                 1052 North 5th
                                               Abilene, Texas  79601

  G. H. King                                   P. 0. Box 841
                                               Abilene, Texas  79604

  Tommy Morris                                 P. 0. Box 1221
                                               Abilene, Texas  79604

  S. B. Phillips, Jr.                          One Main Place-Suite 2700
                                               Dallas, Texas 75250

  W. K. Ramsey                                 P. 0. Box 5021
                                               San Angelo, Texas 76901

  Armistead D. Rust                            Rust Bear Creek Ranch
                                               Menard, Texas 76859

  W. P. Sayles                                 P. 0. Box 841
                                               Abilene, Texas 79604


     I, La Verne Grace, do hereby certify that I am the
Secretary of West Texas Utilities Company, a Texas corporation, and,
as such Secretary, have in my custody and possession the corporate
records and seal of said corporation; and, as such Secretary, I do
further certify that the attached is an excerpt (Section 1, Article V)
from the By-laws of said corporation in effect as of the date of this
certificate; and, as such Secretary, I do further certify that the
attached is a list of the names and addresses of the incumbent Directors
of said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the corporation this 24th day of May, 1977.




                                             Laverne Grace
                                              Secretary of
                                      West Texas Utilities Company


                       WEST TEXAS UTILITIES COMPANY

                Statement of Change of Registered Agent       

To the Secretary of State
     of the State of Texas:

     Pursuant to the provisions of the Texas Business Corporation Act,
the undersigned corporation, organized under the laws of the State
of Texas, submits the following statement for the purpose of changing
its registered agent in the State of Texas:

     1.  The name of the corporation is West Texas Utilities Company.

     2.  The post office address of its present registered office is
         301 Cypress, Abilene, Texas 79601, formerly 1062 N. Third.

     3.  The name of its present registered agent is Durwood Chalker.

     4.  The name of its successor registered agent is Glen D. Churchill.

     5.  The post office address of its registered office and the post
         office address of the business office of its registered agent,
         as changed, will be identical.

     6.  Such change was authorized by an officer of the corporation
         so authorized by resolution duly adopted by it board of
         directors.

Dated: September 13, 1979.

                                     West Texas Utilities Company

                                        Glen D. Churchill
                                            President



                                          Donald A Shahan
                                             Secretary



STATE OF TEXAS
     County of Taylor

     I, M. W. Harper, a notary public, do hereby certify
that on this 13th day of September, 1979, personally appeared before
me Glen D. Churchill, who being by me first duly sworn, declared that
he is the President of West Texas Utilities Company, that he signed
the foregoing document as President of the corporation and that the
statements therein contained are true.


                                             M. W. HARPER
                                Notary Public Taylor County, Texas


                          ARTICLES OF AMENDMENT
                                 TO THE              
                   RESTATED ARTICLES OF INCORPORATION
                                   OF                     
                      WEST TEXAS UTILITIES COMPANY

West Texas Utilities Company (the "corporation"), a corporation
organized and existing by virtue of the laws of the State of Texas,
pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, adopts the-following Articles of Amendment to its
Restated Articles of Incorporation:

                              ARTICLE ONE

The name of the corporation is West Texas Utilities Company.

                              ARTICLE TWO

The following amendment to the Restated Articles of Incorporation was
adopted by the shareholders of the corporation on July 8, 1982.  The
amendment authorizes for a temporary period an increase in the
proportion of permitted unsecured debt of the Company and an increase in
the proportion of permitted unsecured debt that may mature within 10
years.

The amendment alters Subsection (5) (B) of Article VI of the Restated
Articles of Incorporation, and changes it to read as follows:

          "(5) So long as any shares of the Preferred Stock shall be
     outstanding, the corporation shall not, without the consent (given
     by vote at an annual or special meeting of stockholders) of the
     record holders of a majority of the total number of shares of the
     Preferred Stock then outstanding, voting separately as a class:



     "(B) issue or assume any unsecured notes, debentures or other
securities representing unsecured indebtedness (herein referred to as
'unsecured obligations'), for any purpose other than (i) the refunding
of outstanding unsecured indebtedness or unsecured obligations
theretofore incurred, issued or assumed by the corporation, or (ii) the
reacquisition, redemption or other retirement of any indebtedness, if
such transaction has been ordered, approved or permitted by the
Securities and Exchange Commission under the Public Utility Holding
Company Act of 1935 or by any successor commission or other regulatory
authority of the United States of America then having jurisdiction in
the premises, or (iii) the reacquisition, redemption or other
retirement of all outstanding shares of the Preferred Stock or of stock
ranking prior to or on a parity with the Preferred Stock, if:

          "(1) immediately after such issue or assumption, the
     total principal amount of all unsecured obligations issued or
     assumed by the corporation and then outstanding would exceed


     (a) 25% of the sum of the total principal amount of all bonds
     or other securities representing secured indebtedness issued
     or assumed by the corporation and then outstanding and the
     aggregate amount of the capital and surplus of the
     corporation as then stated on the books of account of the
     corporation (such sum being hereinafter referred to as 'total
     secured debt and capital'), or (b) the principal amount of all
     unsecured obligations maturing in less than ten years (herein
     referred to as 'short-term indebtedness'), issued or assumed
     by the corporation and then outstanding, computed as herein
     provided, would exceed 20% of the total secured debt and
     capital; or

          "(2) immediately after such issue or assumption, the
     total principal amount of unsecured obligations would exceed
     20% of total secured debt and capital, and either (a) the
     total secured debt and capital of the corporation would exceed
     $750,000,000, or (b) the sum of the capital and surplus of the
     corporation as then stated on the books of account of the
     corporation would be less than 40% of the sum of the
     corporation's total secured debt and capital and short-term
     indebtedness; or

          "(3) with respect to the period commencing on the earlier
     of (a) the date one year after the first day of commercial
     operation of the Company's Oklaunion generating station or (b)
     January 1, 1989 (the earlier of such dates being hereinafter
     referred to as the 'Termination Date'), immediately after such
     issue or assumption, the principal amount of all unsecured
     obligations of the corporation then outstanding would exceed
     20% of total secured debt and capital or the principal amount
     of all short-term indebtedness of the corporation then
     outstanding would exceed 10% of total secured debt and
     capital.

   "For purposes of this subparagraph (B), (i) with respect to any
   unsecured obligation originally having a single maturity of more
   than ten years, the principal amount of such obligation shall not
   be regarded as short-term indebtedness until such principal amount
   shall be due or required to be paid within three years and (ii)
   with respect to unsecured obligations having serial maturities or
   having sinking, purchase or similar periodic debt retirement
   provisions, the principal amount of the final maturity, any serial
   maturity or any periodic debt retirement maturity which originally
   was more than ten years shall not be regarded as short-term debt
   until such principal amount shall be due or required to be paid
   within three years."

                          ARTICLE THREE

The designation and number of outstanding shares of each class entitled
to vote thereon as a class were as follows:


                   Class                      Number of Shares
                   Common                         2,588,000
                   Preferred                         60,000

                           ARTICLE FOUR

The number of shares of each class voted for and against such amendment,
respectively was:

                   Class                      Number of Shares Voted
                                            For                Against

                   Common                2,588,000               None
                   Preferred                41,534              4,895


     Dated 0ct. 13, 1982


                                        WEST TEXAS UTILITIES COMPANY

                                        By: G. H. KING
                                        Vice President

                                        And: Donald A. Shahan
                                        Secretary


STATE OF TEXAS
COUNTY OF TAYLOR

     Before me, a notary public, on this day personally appeared
G. H. King, known to me to be the person whose name is subscribed to the
foregoing document and, being by me first duly sworn, declared that the
statements therein contained are true and correct.

     Given under my hand and seal of office this 13th day of Oct.,
A.D. 1982.

                                              M. W. HARPER
                                       Notary Public, state of Texas

                                          My commission expires:

                                                10-20-84



     (Notarial Seal)


                                  Statement of
                Resolution Establishing Series of Shares 


To the Secretary of State
     of the State of Texas

     Pursuant to the provisions of Article 2.13 of the Texas
Business Corporation Act, the undersigned corporation submits the
following statement for the purpose of establishing and designat-
ing a series of shares and fixing and determining the relative
rights and preferences thereof:

     1.  The name of the corporation is: West Texas Utilities
         Company.

     2.  The following resolution, establishing and designating
         a series of shares and fixing and determining the relative 
         rights and preferences thereof, was duly adopted by a 
         committee of the Board of Directors of the corporation on 
         June 6, 1983, which committee was established by resolution 
         adopted by the Board of

Directors on    February 17, 1983:

     "RESOLVED, by a committee of the Board of Directors of
West Texas Utilities Company (the "corporation"), such committee
consisting of Messrs.  Churchill, King and Hooks, directors of the
corporation, and acting pursuant to authority granted by a resolu-
tion of the Board on February 17, 1983, as permitted by Article 2.36
of the Texas Business Corporation Act:

     1.  A series of the Preferred Stock of the corporation
is hereby created and established out of the authorized and
unissued shares of the Preferred Stock, par value $100 per share,
of the corporation, said series to consist of 250,000 shares, all
of which shares are hereby authorized to be issued by the corpo-
ration.


     2.  Said series shall be designated 10.16% Preferred
Stock.

     3.  The rate of dividend applicable to each of said
shares of said  series shall be 10.16% per annum on the par value
thereof.

     4.  The dividends on the shares of said series shall
be cumulative from the date of issue of said shares.

     5.  The shares of said series shall be subject to
redemption, in  whole at any time or in part from time to time,
upon the notice and in the manner and with the effect provided in
the Restated Articles of Incorporation, as amended, of the corpo-
ration; and the redemption prices applicable to each of the
shares of said series shall be the sum of $100.00, together with
all unpaid dividends thereon accrued to the date of redemption,
and, in addition, a premium of $10.16 per share if redeemed prior
to June 1, 1988; $6.77 per share if redeemed on or after June 1,
1988, and prior to June 1, 1993; $3.39 per share if redeemed on
or after June 1, 1993, and prior to June 1, 1998; and no premium
if redeemed on or after June 1, 1998; provided, that none of the
shares of said series may be redeemed, prior to June 1, 1988, if
such redemption is for the purpose of refunding or is in anticipa-
tion of the refunding of said shares through the use, directly or
indirectly, of funds obtained by the corporation through the
issuance of any shares of Preferred Stock or any other stock
ranking prior to or on a parity with the Preferred Stock, or
through the incurrence of debt by the corporation, at a dividend
or interest cost, as the case may be, less than 10.236% per
annum.

     6.  In the event of the voluntary liquidation, dissolu-
tion or winding up of the corporation, the amount which the
holders of shares of the 10.16% Preferred Stock then outstanding
shall be entitled to be paid in full, out of the net assets of
the corporation and before any amount shall be paid or distributed
to the holders of shares of the Common stock, shall be the then
effective redemption price of such shares of Preferred Stock as
provided in paragraph 5 above (including an amount equal to the
accrued dividends on such shares), and no more.

     7.  The shares of said series shall be subject to the
terms, provisions and restrictions set forth in the Restated
Articles of Incorporation, as amended, of the corporation with
respect to the shares of Preferred Stock of the corporation,
shall be of equal rank with and, excepting only as to the rate of
dividend payable thereon, the voluntary liquidation prices and
the redemption prices thereof and the terms and conditions of




                               -2-


redemption applicable thereto and shall confer rights equal to
the rights conferred by all other shares of Preferred Stock of
the corporation.

     8.   During each 12 month period ending May 31 in each
year, beginning in 1989, as and for a sinking fund for the shares
of said series the corporation shall, subject to the restrictions
contained in this resolution, redeem and retire 7,500 shares of
said series (being 3% of the number of shares of said series
originally issued) at the sinking fund redemption price of $100
per share plus accrued dividends to the date of redemption (such
required redemptions being hereinafter referred to as the "sinking
fund requirement").  The sinking fund requirement shall be cumula-
tive so that if the corporation shall fail to satisfy in full the
sinking fund requirement in any such 12 month period, the amount
of the deficiency shall be added to the sinking fund requirement
for succeeding 12 month periods until such deficiency shall be
made good.  Such deficiency shall be made good as soon as practi-
cable.  In the event that the corporation is in arrears in the
sinking fund requirement for any such 12 month period or periods,
and so long as the corporation shall remain in arrears in such
requirement, the corporation may not purchase, redeem or pay
dividends on any of its stock ranking junior to the shares of
said series.

     9.  The corporation may satisfy the whole or any part
of the sinking fund requirement for any such 12 month period by
cancelling and retiring, prior to the end of such 12 month period,
shares of said series purchased by the corporation or shares of
said series redeemed by the corporation otherwise than pursuant
to paragraph 8 of this resolution.

     10.  The corporation may redeem through the sinking
fund during any such 12 month period not more than 7,500 additional
shares of said series.  Any redemption of such additional shares
so redeemed will not reduce the sinking fund requirement in any
subsequent 12 month period, and the right of the corporation to
apply such additional shares to the sinking fund requirement will
not be cumulative.

     11.  All shares of said series redeemed or purchased,
including those applied to meet the sinking fund requirement,
shall be cancelled and retired and shall become authorized but
unissued shares of Preferred Stock but may not be reissued as
shares of said series.

     12.   No shares of said series shall be redeemed to
satisfy the sinking fund requirement unless, at the date such
shares are called for redemption, full dividends on all shares of




                              -3-


the Preferred Stock of the corporation for all prior periods shall have
been paid or declared and set apart for payment.  Nothing contained in
this resolution shall be deemed to require the corporation to redeem or
purchase shares of said series at a time when it may not legally do so."

     A true and correct certified copy of the resolution of the Board of
Directors of February 17, 1983, and the resolution of a committee of the
Board of Directors of June 6, 1983, both referred to herein, are
attached hereto as exhibits.




Dated June 8, 1983






                                      WEST TEXAS UTILITIES COMPANY



                                      BY G. H. King
                                      its Vice President


                                      BY Donald A. Shahan
                                      its Secretary








                                   -4-

THE STATE OF TEXAS   )
COUNTY OF TAYLOR     )

     I, Ann Hawk, a Notary Public, do hereby certify that on this 8th
day of June, 1983, personally appeared before me G. H. King, who being
by me first duly sworn, declared that he is a Vice President of West
Texas Utilities Company, that he signed the foregoing document as a Vice
President of the corporation, and that the statements therein contained
are true.






                                               ANN HAWK
                                Notary Public, Taylor County, Texas








                                   -5-


                                                       EXHIBIT D





                        WEST TEXAS UTILITIES COMPANY

                          BY THE BOARD OF DIRECTORS

                        Meeting of February 17, 1983






                               RESOLUTION

     RESOLVED, by the Board of Directors as follows:
1. That this  Board hereby authorizes and empowers the proper officers
of the Company to execute and file or cause to be filed the following
documents, and to take such action in the premises as may be required by
law or may be deemed necessary or appropriate in their judgment, and
hereby ratifies any such action heretofore taken, on behalf of the
Company in connection with the proposed issuance and sale by the Company
of up to $25,000,000 principal amount of $100 Par Value Preferred Stock
("Preferred Stock") and up to $25,000,000 either First Mortgage Bonds
("Bonds") or Debentures if the Company is unable to meet minimum
indenture requirements.

     (A) A Registration Statement on Form S-3 to be filed with the
Securities and Exchange Commission for the registration of the Preferred
Stock and Bonds or Debentures under the Securities Act of 1933, as
amended, pursuant to Rule 415 thereunder;

     (B) Appropriate amendments to the Declaration on Form U-1,
heretofore filed with the Securities and Exchange Commission under the
Public Utility Holding Company Act of 1935, as amended, relating to the
issue and sale of the Preferred Stock and Bonds or Debentures, the

                                 1

filing of which Declaration is hereby ratified, confirmed and adopted;
and,

     (C) Amendments to such documents and such other documents as may
be required by law or may be deemed necessary or appropriate in their
judgment.

2. That, Glen D. Churchill, Donald A. Shahan, Durwood Chalker, B. J.
Harris, and J. E. Taulbee, and each of them, are hereby appointed
attorneys-in-fact for the Company for the purpose of executing and
filing any such Registration Statement, Form U-1 or any amendment to
either, and the proper officers of the Company are hereby authorized to
execute such documents as may be necessary to evidence such appointment.

3. That it is desirable and in the best interests of the Company that
the Preferred Stock and Bonds or Debentures be qualified for sale in
various states; that the President or any Vice President and the
Secretary or any Assistant Secretary hereby are authorized to determine
the states in which appropriate action shall be taken to qualify for
sale all or any part of the Preferred Stock and Bonds or Debentures as
said officers may deem advisable; that said officers are hereby
authorized to perform on behalf of the Company any and all such acts as
they may deem necessary or advisable in order to comply with the
applicable laws of any such states; and in connection therewith to
execute and file all requisite papers and documents, including but not
limited to applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and the execution by

                                   2

such officers of any such paper or document or the doing by them of any
act in connection with the foregoing matters shall conclusively
establish their authority therefore from the Company and the approval
and ratification by the Company of the papers and documents so executed
and the action so taken; provided, however, that nothing contained in
this resolution shall be construed to require the Company to register or
qualify as a foreign corporation in any state or to execute or file any
general consent to service of process under the laws of any state.

4. That, subject to all necessary legal approvals, including the
approval of the Securities and Exchange Commission under the Public
Utility holding Company Act of 1935, as amended, and the approval of the
Pricing Committee of this Board as to certain matters hereinafter
referred to, the proper officers of the Company are hereby authorized
and empowered to take all actions necessary, appropriate or desirable in
their judgment in connection with the proposed issuance and sale by the
Company of the Preferred Stock and Bonds or Debentures in accordance
with the procedures described in the Declaration on Form U-1; and that
the Company invite bids or otherwise solicit offers for the purchase
from it of the Preferred Stock and Bonds or Debentures, such invitation
or solicitation to be made in accordance with the procedures established
by the proper officers of the Company.

5. That the Board hereby authorizes and empowers the proper officers
of the Company to approve the form and provisions of the Underwriting
Agreement, Supplemental Indenture and any related documents necessary
for the issue and sale by the Company of the Preferred Stock and Bonds

                                  3

or Debentures to one or more underwriters (the "Underwriters") to be
selected by the proper officers of the Company pursuant to applicable
legal requirements under the Public Utility Holding Company Act of 1935,
subject, however, to the approval by the Pricing Committee consisting of
Glen D. Churchill, G. H. King, and C. R. Kinard.  Glen D. Churchill, G.
H. King, and C. R. Kinard are designated and appointed as a Committee of
this Board (the "Committee"), and Robert H. Alvis, Richard Bacon,
Durwood Chalker, Ralph N. Hooks, C. R. Kinard, Tommy Morris, F. L.
Stephens, or Lloyd D. Vincent are designated as an alternate member of
the Committee to serve should any member be unable to serve at any
meeting of the Committee as to certain matters hereinafter referred to;
and the President, any Vice President of the Company, or the Treasurer,
for and in its name and as its corporate act and deed, is each
authorized and directed to execute the Underwriting Agreement in
substantially such form with such changes in said document as the
officer or officers of the Company executing it shall approve, such
approval to be conclusively evidenced by the execution thereof.

6. That the Pricing Committee of this Board is hereby authorized
(acting by majority vote of the members present and voting) to approve
the acceptance on behalf of the Company of a bid or offer for the
Preferred Stock and Bonds or Debentures, submitted in accordance with
the foregoing, which bid or offer results in the lowest cost of money to
the Company in respect of the Preferred Stock and Bonds or Debentures;
that the Committee is hereby authorized (acting by majority vote of the
members present and voting); (a) to approve the exact principal amount
of Preferred Stock and Bonds or Debentures to be sold from time to time,

                                   4

(b) to approve the dividend rate applicable to such Preferred Stock or
interest rate or rates applicable to such Bonds or Debentures, (c) to
approve the final maturity date or dates of the Bonds or Debentures
(which shall not be less than five nor more than thirty years from their
issuance date), and (d) to approve redemption, sinking fund and other
terms of the Preferred Stock and Bonds or Debentures; and that the
Pricing Committee shall meet upon call by any member thereof and upon
not less than one hour's prior notice (which notice may be given orally
or in writing).

7. That upon the entry by the Company into the Underwriting Agreement,
and pursuant thereto, the Company shall issue, sell and deliver the
Preferred Stock and Bonds or Debentures.

8. That following the acceptance of a bid or offer for the Bonds or
Debentures, the Company shall enter into, execute and deliver a
Supplemental Indenture (the "New Supplemental Indenture"), to in the
case of Bonds, the Harris Trust and Savings Bank (the "Trustee"), as
Trustee under the Company's Bond Indenture dated August 1, 1943, as
amended and supplemented or in the case of Debentures to the Marine
Midland Bank under the Company's Debenture Indenture dated June 1, 1982,
(the "Indenture").

9. That the Pricing Committee is hereby authorized to approve the
definitive engraved form of Preferred Stock and Bonds or Debentures and
the facsimile signatures of the officers of the Company which shall be
impressed, imprinted or reproduced on such definitive Certificate.



                                   5


10. That the Preferred Stock and Bonds or Debentures may be issued by
the Company, at any time or from time to time, and that the proper
officers of the Company are hereby authorized and empowered to execute,
deliver and file such other documents and take such other action on
behalf of the Company as may be necessary or expedient in their judgment
in connection with the foregoing.

11. That the proper officers of the Company are hereby authorized to
execute the Preferred Stock and Bonds or Debentures on behalf of the
Company, by facsimile signatures as provided herein, and to deliver them
for authentication to the Trustees.


12. That Wagstaff, Harrell, Alvis, Stubbeman, Seamster and Longacre of
Abilene, Texas, and Jones, Day, Reavis & Pogue of Dallas, Texas,
attorneys-at-law and counsel for the Company, and Randal G. Meador, an
engineer, are selected and appointed by the Company as counsel and
engineer, respectively, to give or furnish such legal opinions and
engineer's certificates, respectively, as may be required in connection
with the execution, authentication and sale of the Preferred Stock and
Bonds or Debentures.








                                  6

13. The authority, power and duties heretofore granted to and conferred
upon Illinois Stock Transfer Company and The First National Bank of
Chicago, as Transfer Agent and Registrar, respectively, of the shares of
all previous issues of Preferred Stock of the Company, are hereby
extended and made applicable to the issue, upon original issue, or upon
transfer, exchange or reissue, and to the countersignature and
registration by them, respectively, upon such original issue, transfer
or reissue, of certificates for not to exceed 250,000 shares of the
Preferred Stock authorized hereby.







     I, Donald A. Shahan, do hereby certify that I am the Secretary of
West Texas Utilities Company, a Texas corporation, hereinafter commonly
referred to as the "Company"; that, as such Secretary, I have in my
custody and possession the corporate records and the seal of the
Company; and as such Secretary, I do hereby further certify that the
attached and foregoing is a true and correct copy of a resolution, as
such resolution appears upon the records of the Company, duly adopted by
the Board of Directors of the Company at a meeting of said Board duly
called and held, in accordance with the By-laws of the Company, on the
17th day of February, 1983, at which meeting a quorum of said Board was
present and voting throughout; and that said resolution is now in full
force and effect.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Company this 8th day of June, 1983.



                                          Donald A. Shahan
                                            Secretary of
                                   West Texas Utilities Company







                                 7


                                                       EXHIBIT E



                   WEST TEXAS UTILITIES COMPANY
         Resolution for Adoption by the Pricing Committee
                           June 6, 1983

     RESOLVED, by a committee of the Board of Directors of
West Texas Utilities Company (the "corporation"), such committee
consisting of Messrs.  Churchill, King and Hooks, directors of the
corporation, and acting pursuant to authority granted by a resolu-
tion of the Board on February 17, 1983, as permitted by Article 2.36
of the Texas Business Corporation Act:

     1.  A series of the Preferred Stock of the corporation
is hereby created and established out of the authorized and
unissued shares of the Preferred Stock, par value $100 per share,
of the corporation, said series to consist of 250,000 shares, all
of which shares are hereby authorized to be issued by the corpo-
ration.

     2.  Said series shall be designated "10.16% Preferred
Stock".

     3.  The rate of dividend applicable to each of said
shares of said series shall be 10.16% per annum on the par value
thereof.

     4.  The dividends on the shares of said series shall
be cumulative from the date of issue of said shares.

     5.  The shares of said series shall be subject to
redemption, in whole at any time or in part from time to time,
upon the notice and in the manner and with the effect provided in
the Restated Articles of Incorporation, as amended, of the corpo-
ration; and the redemption prices applicable to each of the
shares of said series shall be the sum of $100.00, together with
all unpaid dividends thereon accrued to the date of redemption,
and, in addition, a premium of $10.16 per share if redeemed prior
to June 1, 1988; $6.77 per share if redeemed on or after June 1,
1988, and prior to June 1, 1993; $3.39 per share if redeemed on
or after June 1, 1993, and prior to June 1, 1998; and no premium
if redeemed on or after June 1, 1998; provided, that none of the
shares of said series may be redeemed, prior to June 1, 1988, if
such redemption is for the purpose of refunding or is in anticipa-
tion of the refunding of said shares through the use, directly or
indirectly, of funds obtained by the corporation through the
issuance of any shares of Preferred Stock or any other stock


ranking prior to or on a parity with the Preferred Stock, or
through the incurrence of debt by the corporation, at a dividend
or interest cost, as the case may be, less than 10.236% per
annum.

     6.  In the event of the voluntary liquidation, dissolu-
tion or winding up of the corporation, the amount which the
holders of shares of the 10.16% Preferred Stock then outstanding
shall be entitled to be paid in full, out of the net assets of
the corporation and before any amount shall be paid or distributed
to the holders of shares of the Common Stock, shall be the then
effective redemption price of such shares of Preferred Stock as
provided in paragraph 5 above (including an amount equal to the
accrued dividends on such shares), and no more.

     7.  The shares of said series shall be subject to the
terms, provisions and restrictions set forth in the Restated
Articles of Incorporation, as amended, of the corporation with
respect to the shares of Preferred Stock of the corporation,
shall be of equal rank with and, excepting only as to the rate of
dividend payable thereon, the voluntary liquidation prices and
the redemption prices thereof and the terms and conditions of
redemption applicable thereto and shall confer rights equal to
the rights conferred by all other shares of Preferred Stock of
the corporation.

     8.  During each 12 month period ending May 31 in each
year, beginning in 1989, as and for a sinking fund for the shares
of said series the corporation shall, subject to the restrictions
contained in this resolution, redeem and retire 7,500 shares of
said series (being 3% of the number of shares of said series
originally issued) at the sinking fund redemption price of $100
per share plus accrued dividends to the date of redemption (such
required redemptions being hereinafter referred to as the "sinking
fund requirement").  The sinking fund requirement shall be cumula-
tive so that if the corporation shall fail to satisfy in full the
sinking fund requirement in any such 12 month period, the amount
of the deficiency shall be added to the sinking fund requirement
for succeeding 12 month periods until such deficiency shall be
made good.  Such deficiency shall be made good as soon as practi-
cable.  In the event that the corporation is in arrears in the
sinking fund requirement for any such 12 month period or periods,
and so long as the corporation shall remain in arrears in such
requirement, the corporation may not purchase, redeem or pay
dividends on any of its stock ranking junior to the shares of
said series.

     9.  The corporation may satisfy the whole or any part
of the sinking fund requirement for any such 12 month period by




                             -2-


cancelling and retiring, prior to the end of such 12 month period,
shares of said series purchased by the corporation or shares of
said series redeemed by the corporation otherwise than pursuant
to paragraph 8 of this resolution.

     10.  The corporation may redeem through the sinking
fund during any such 12 month period not more than 7,500 additional
shares of said series.  Any redemption of such additional shares
so redeemed will not reduce the sinking fund requirement in any
subsequent 12 month period, and the right of the corporation to
apply such additional shares to the sinking fund requirement will
not be cumulative.

     11.  All shares of said series redeemed or purchased,
including those applied to meet the sinking fund requirement,
shall be cancelled and retired and shall become authorized but
unissued shares of Preferred Stock but may not be reissued as
shares of said series.

     12.  No shares of said series shall be redeemed to
satisfy the sinking fund requirement unless, at the date such
shares are called for redemption, full dividends on all shares of
the Preferred Stock of the corporation for all prior periods
shall have been paid or declared and set apart for payment.
Nothing contained in this resolution shall be deemed to require
the corporation to redeem or purchase shares of said series at a
time when it may not legally do so.

     13.  The offer to purchase 250,000 shares of the 10.16%
Preferred Stock submitted this day by Drexel Burnham Lambert
Incorporated for themselves and as Managers of t-he other Under-
writers listed in Schedule I to the Underwriting Agreement sub-
mitted by such Managers, for the purchase of said shares from the
corporation at $100 per share plus accrued dividends on such
shares from the date of issue to the date of delivery and payment,
subject to the terms of the Underwriting Agreement referred to
below and at a compensation of $0.74 per share of 10.16% Pre-
ferred Stock, is accepted by the corporation.

     14.  The action of Donald A. Shahan, Secretary and
Treasurer of the corporation, in (a) accepting on behalf of the
corporation the offer to purchase said shares of 10.16% Preferred
Stock upon the foregoing terms submitted this day by the Under-
writers named above, and (b) executing and delivering a counter-
part or counterparts of the Underwriting Agreement and thereby on
behalf of the corporation entering into an Underwriting Agreement,
is ratified and approved.






                               -3-


     15.  The form of stock certificates to represent shares
of said 10.16% Preferred Stock presented to and filed with the
minutes of this meeting is approved in substantially the form
presented; and the facsimile signatures of Glen D. Churchill and
Donald A. Shahan, President and Secretary, respectively, of the
corporation, which are impressed, imprinted or reproduced on said
certificates are approved and adopted by the corporation.

16.  The proper officers of the corporation, and each
of them, are hereby directed to execute and deliver other documents
on behalf of the corporation and to take all other actions neces-
sary or appropriate to carry out the purposes of this resolution
and to cause the sale and issuance of the 10.16% Preferred Stock
on the terms indicated above.

     I, Donald A. Shahan, Secretary of West Texas Utilities
Company, a Texas corporation, do hereby certify that the above
and foregoing is a true and correct copy of a resolution adopted
by a committee of-the Board of Directors of this Company on
June 6, 1983, and is in full force and effect as of this date
with no changes or alterations of any type.

IN WITNESS WHEREOF, I hereby set my hand and affix the seal
of said corporation this 7th day of June, 1983.



                                      Donald A. Shahan
                                          Secretary
                                 West Texas Utilities Company








                                  -4-


                              ARTICLES OF AMENDMENT
                                    TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                      OF      
                          WEST  TEXAS UTILITIES COMPANY


West Texas Utilities Company (the "corporation"), a corporation
organized and existing by virtue of the laws of the state of Texas,
pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, adopts the following Articles of Amendment to its
Restated Articles of Incorporation:

                                 ARTICLE ONE

The name of the corporation is West Texas Utilities Company.

                                 ARTICLE TWO

The following amendment to the Restated Articles of Incorporation was
adopted by the shareholders of the corporation on February 14, 1984.  The
amendment increases from 310,000 shares to 810,000 shares the total
number of shares of Preferred Stock which the corporation is authorized
to issue.

The amendment deletes the first sentence of Article VI of the Restated
Articles of Incorporation, as heretofore amended, and changes it to read
as follows:

     The total number of authorized shares of capital stock of
     the Corporation is 8,610,000 shares, divided into two
     classes, namely: (1) Preferred Stock consisting of
     810,000 shares of the par value of $100 each, of which
     60,000 shares shall be designated and known as the "4.40%
     Cumulative Preferred Stock" and shall constitute a series
     of the Preferred Stock and 250,000 shares shall be
     designated and known as the "10.16% Cumulative Preferred
     Stock" and shall constitute a series of the Preferred
     Stock, and (2) Common Stock, consisting of 7,800,000
     shares of the par value of $25 each.

                          ARTICLE THREE

The designation and number of outstanding shares of each class entitled
to vote thereon as a class were as follows:

                    Class                    Number of Shares
                   Common                       4,088,560
                   Preferred                      310,000


                          ARTICLE FOUR

The number of shares of each class that voted for and against such
amendment, respectively, was:

            Class                       Number of Shares Voted
                                      For                   Against
            Common                  4,088,560                 None
          Preferred                   232,362                 3,893




Dated March 23, 1984




                                     WEST TEXAS UTILITIES COMPANY

                                     By G. D. Churchill
                                     President


                                     And: Donald A. Shahan
                                     Secretary

STATE OF TEXAS   )

COUNTY OF TAYLOR )

     Before me, a notary public, on this day personally appeared
Glen D. Churchill, known to me to be the person whose name is subscribed
to the foregoing document and, being by me first duly sworn, declared
that the statements therein contained are true and correct.

     Given under my hand and seal of office this 23rd day of
March, 1984.


                                         Dianne Vickers
                                  Notary Public, State of Texas

                                  My commission expires:

                                  June 28, 1987



                      STATEMENT OF RESOLUTION
                                                            
                   ESTABLISHING SERIES OF SHARES

To the Secretary of State
of the State of Texas

     Pursuant to the provisions of Article 2.13 of the
Texas Business Corporation Act, the undersigned corporation
submits the following statement for the purpose of establishing
and designating a series of shares and fixing and determining
the relative rights and preferences thereof:

     1.  The name of the corporation is: West Texas
Utilities Company.

     2.  The following resolution, establishing and
designating a series of shares and fixing and determining the
relative rights and preferences thereof, was duly adopted by a
committee of the Board of Directors of the corporation on
March 6, 1986, which committee was established by resolution
adopted by the Board of Directors on January 10, 1984; and
acting pursuant to the authority granted by such resolutions as
permitted by Article 2.36 of the Texas Business Corporation Act:

     RESOLVED, by a committee of the Board of Directors of
West Texas Utilities Company (the "corporation"), such
committee consisting of Messrs.  Glen D. Churchill, G. H. King
and Robert H. Alvis, directors of the corporation, and acting
pursuant to authority granted by a resolution of the Board on
January 10, 1984, as permitted by Article 2.36 of the Texas
Business Corporation Act:

     1.  A series of the Preferred Stock of the
corporation is hereby created and established out of the
authorized and unissued shares of the Preferred Stock, par
value $100 per share, of the corporation, said series to
consist of 250,000 shares, all of which shares are hereby
authorized to be issued by the corporation.

     2.  Said series shall be designated "7-1/4% Preferred
Stock."

     3.  The rate of dividend applicable to each of said
shares of said series shall be 7-1/4% per annum on the par
value thereof.


     4.   The dividends on the shares of said series shall
be cumulative from the date of issue of said shares.

     5.  The shares of said series shall be subject to
redemption, in whole at any time or in part from time to time,
upon the notice and in the manner and with the effect provided
in the Restated Articles of Incorporation at the following
general redemption prices per share, plus in each case accrued
and unpaid dividends to the date of redemption: $107.25 if
redeemed prior to April 1, 1991; $102.72 if redeemed on or
after April 1, 1991 but prior to April 1, 1992; $101.82 if
redeemed on or after April 1, 1992 but prior to April 1, 1993;
$100.91 if redeemed on or after April 1, 1993 but prior to
April 1, 1994; and $100.00 if redeemed on or after April 1,
1994; provided, that none of the shares of said series may be
redeemed prior to April 1, 1991 if such redemption is for the
purpose of refunding or is in anticipation of the refunding of
said shares through the use, directly or indirectly, of funds
obtained by the corporation through the issuance of any shares
of Preferred Stock or any other stock ranking prior to or on a
parity with the Preferred Stock, or through the incurrence of
debt by the corporation, at a dividend or interest cost, as the
case may be, less than 7.30% per annum.

     6.  In the event of the voluntary liquidation,
dissolution or winding up of the corporation, the amount which
the holders of shares of the 7-1/4% Preferred Stock then
outstanding shall be entitled to be paid in full, out of the
net assets of the corporation and before any amount shall be
paid or distributed to the holders of shares of the Common
Stock, shall be the then effective redemption price of such
shares of Preferred Stock as provided in paragraph 5 above
(including an amount equal to the accrued dividends on such
shares), and no more.

     7.  The shares of said series shall be subject to the
terms, provisions and restrictions set forth in the Restated
Articles of Incorporation, as amended, of the corporation with
respect to the shares of Preferred Stock of the corporation,
shall be of equal rank with and, excepting only as to the rate
of dividend payable thereon, the voluntary liquidation prices
and the redemption prices thereof and the terms and conditions
of redemption applicable thereto, shall confer rights equal to
the rights conferred by all other shares of Preferred Stock of
the corporation.








                                -2-


     8.  During each 12 month period beginning April 1 in
each year, beginning in 1991, as and for a sinking fund for the
shares of said series the corporation shall, subject to the
restrictions contained in this Resolution, redeem and retire
50,000 shares of said series (being 20% of the number of shares
of said series originally issued) at the sinking fund
redemption price of $100 per share plus accrued dividends to
the date of redemption (such required redemptions being
hereinafter referred to as the "sinking fund requirement").
The sinking fund requirement shall be cumulative so that if the
corporation shall fail to satisfy in full the sinking fund
requirement in any such 12 month period, the amount of the
deficiency shall be added to the sinking fund requirement for
succeeding 12 month periods until such deficiency shall be made
good.  Such deficiency shall be made good as soon as
practicable.  In the event that the corporation is in arrears
in the sinking fund requirement for any such 12 month period or
periods, and so long as the corporation shall remain in arrears
in such requirement, the corporation may not purchase, redeem
or pay dividends on any of its stock ranking junior to the
shares of said series.

     9.  The corporation may satisfy the whole or any part
of the sinking fund requirement for any such 12 month period by
cancelling and retiring, prior to the end of such 12 month
period, shares of said series purchased by the corporation or
shares of said series redeemed by the corporation otherwise
than pursuant to paragraph 8 of this Resolution.

     10.  The corporation may redeem through the sinking
fund during any such 12 month period not more than 50,000
additional shares of said series at the sinking fund redemption
price of $100 per share plus accrued dividends the date of
redemption.  Any redemption of such additional shares so
redeemed will not reduce the sinking fund requirement in any
subsequent 12 month period, and the right of the corporation to
apply such additional shares to the sinking fund requirement
will not be cumulative.

     11.  All shares of said series redeemed or purchased,
including those applied to meet the sinking fund requirement,
shall be cancelled and retired and shall become authorized and
unissued shares of Preferred Stock but may not be reissued as
shares of said series.








                                         -3-


     12. No shares of said series shall be redeemed to
satisfy the sinking fund requirement unless, at the date such
shares are called for redemption, full dividends on all shares
of the Preferred Stock of the corporation for all prior periods
shall have been paid or declared and set apart for payment.
Nothing contained in this Resolution shall be deemed to require
the corporation to redeem or purchase shares of said series at
a time when it may not legally do so.


     IN WITNESS WHEREOF, the corporation has caused this
Certificate to be signed by Lawrence B. Connors, its Secretary
and Director of Accounting and Finance this 10th day of March
1986.


                               WEST TEXAS UTILITIES COMPANY

                               By: L. B. Connors
                               Secretary and Director of
                               Accounting and Finance








                                  -4-



To the Secretary of State  
     of the State of Texas:


     Pursuant to the provisions of Article 4.10 of the Texas
Business Corporation Act, the undersigned Corporation submits
the following statement of cancellation by redemption of
redeemable shares of the Corporation.

     1.  The name of the Corporation is West Texas Utilities
Company.

     2.  The number of redeemable shares cancelled through the
redemption is 125,000, itemized as follows:

     Class                   Series              Number of Shares

  Preferred Stock       10.16% Preferred Stock            125,000

     3.  The aggregate number of issued shares of the
Corporation after giving effect to such cancellation is
5,923,560, itemized as follows:


  Class                   Series              Number of Shares

Common Stock               N/A                   5,488,560

Preferred Stock       4.40% Preferred Stock         60,000

Preferred Stock       7.25% Preferred Stock        250,000

Preferred Stock      10.16% Preferred Stock        125,000

     4.  The amount of the stated capital of the Corporation
after giving effect to such cancellation is $180,714,000.

Dated June 9, 1987.


                                WEST TEXAS UTILITIES COMPANY


                                By Lawrence B. Connors,
                                Lawrence B. Connors,
                                Secretary and Director of
                                Accounting and Finance




5019g


                         ARTICLES OF AMENDMENT

                                TO THE

                  RESTATED ARTICLES OF  INCORPORATION

                                  OF

                      WEST TEXAS UTILITIES COMPANY


     West Texas Utilities Company (the "corporation"), a corpora-
tion organized and existing by virtue of the laws of the State
of Texas, pursuant to the provisions of Article 4.04 of the
Texas Business Corporation Act, adopts the following Articles
of Amendment to its Restated Articles of Incorporation:

                             ARTICLE ONE

     The name of the corporation is West Texas Utilities Company.

                             ARTICLE TWO

     The following amendment to the Restated Articles of Incorporation
was adopted by the shareholders of the corporation on January
29, 1988.  The amendment provides for the limitation of personal
liability of directors to the Corporation or its shareholders.
The amendment is in the form of an addition of Article VII
and reads as follows:

                            "ARTICLE VII

          To the full extent permitted by the Texas Miscellaneous
     Corporation Laws Act or any other applicable laws as presently
     or hereafter in effect, no director of the Corporation
     shall be liable to the Corporation or its shareholders
     for monetary damages for or with respect to any acts or
     omissions in his or her capacity as a director of the
     Corporation, including those acts or omissions which con-
     stitute negligence, whether such negligence is sole or
     joint and concurrent with the negligence of others.  No
     amendment to or repeal of this Article VII shall apply
     to or have any effect on the liability or alleged liability
     of any director of the Corporation for or with respect
     to any acts or omissions of such director occurring prior
     to such amendment."

                            ARTICLE THREE

     The number of shares of common stock of the corporation
outstanding at the time of such adoption was 5,488,560, and
the number of shares entitled to vote thereon was 5,488,560.


                                 -1-

There were 435,000 shares of preferred stock also outstanding.
only the shares of common stock were entitled to vote.

                             ARTICLE FOUR

     The holders of all of the shares outstanding and entitled
to vote on said amendment have signed a consent in writing
adopting said amendment.

Dated March 7, 1988


                              WEST TEXAS UTILITIES COMPANY


                              BY: G. D. Chruchill
                              President


                              AND: L. B. Connors
                              Secretary

THE STATE OF TEXAS    x

COUNTY OF TAYLOR      x

Before me, a notary public, on this day personally appeared
Glen D. Churchill, known to me to be the person whose name
is subscribed to the foregoing document and, being by me first
duly sworn, declared that the statements therein contained
are true and correct.

Given under my hand and seal of office this 7th day of
March, 1988.


                          Ann Hawkins
                          Notary Public, State of Texas

                          NOTARY'S PRINTED NAME:
                          ANN HAWKINS
                          My Commission Expires: 3-2-92




                                  -2-


To the Secretary of State
of the State of Texas:

     Pursuant to the provision of Article 4.10 of the Texas Business
Corporation Act, the undersigned Corporation submits the following
statement of cancellation by redemption of redeemable shares of the
Corporation.

     1.  The name of the Corporation is West Texas Utilities Company.

     2.  The number of redeemable shares cancelled through the redemption
is 125,000, itemized as follows:

  Class                         Series                 Number of Shares

Preferred Stock          10.16% Preferred Stock                125,000

     3.  The aggregate number of issued shares of the Corporation after
giving effect to such cancellation is 5,798,560, itemized as follows:

  Class                         Series                 Number of Shares

Common Stock                     N/A                     5,488,560

Preferred Stock           4.40% Preferred Stock             60,000

Preferred Stock           7.25% Preferred Stock            250,000

     4.  The amount of the stated capital of the Corporation after giving
effect to such cancellation is $168,214,000.

Dated August 26, 1988.


                                    WEST TEXAS UTILITIES COMPANY


                                    By L. B. Connors
                                    Lawrence B. Connors,
                                    Secretary and Director of
                                    Accounting and Finance




               STATEMENT OF CHANGE OF REGISTERED OFFICE
                    OR REGISTERED AGENT OR BOTH BY
                        A PROFIT CORPORATION


     1.  The name of the corporation is West Texas Utilities Company.

         The corporation's charter number is 049483-0.

     2.  The address of the CURRENT registered office as shown in the
         records of the Texas secretary of state is: 1062 N. Third,
         Abilene, Texas 79601.

     3.  The address of the NEW registered office is: 301 Cypress,
         Abilene, Texas 79601.

     4.  The name of the CURRENT registered agent as shown in the
         records of the Texas secretary of state is Glen D.
         Churchill.

     5.  The name of the NEW registered agent is Glenn Files.

     6.  Following the changes shown above, the address of the
         registered office and the address of the office of the
         registered agent will continue to be identical, as required
         by law.

     7.  The changes shown above were authorized by the board of
         directors.



                                    Glenn Files
                                    Glenn Files
                                    President and Chief Executive Officer
                                    West Texas Utilities Company




                      STATEMENT OF CANCELLATION OF
                           REDEEMABLE SHARES


To the Secretary of State
     of the State of Texas:


     Pursuant to the provisions of Article 4.10 of the Texas
Business Corporation Act, the undersigned Corporation submits the
following statement of cancellation by redemption of redeemable
shares of the Corporation.


     1. The name of the Corporation is West Texas Utilities
Company.


     2. The number of redeemable shares canceled through
redemption is 203,000, itemized as follows:


  Class                  Series             Number of Shares

Preferred Stock    7.25% Preferred Stock          203,000


     3. The aggregate number of issued shares of the Corporation
after giving effect to such cancellation is 5,595,560, itemized
as follows:


  Class                 Series             Number of Shares

Common Stock             N/A                   5,488,560

Preferred Stock    4.40% Preferred Stock          60,000

Preferred Stock    7.25% Preferred Stock          47,000


     4. The amount  of the stated capital of the Corporation
after giving effect  to such cancellation is $147,914,000.

     5. The number  of shares which the Corporation has authority
to issue after giving effect to the cancellation is 8,157,000
itemized as follows:


                                   1


  Class                  Series             Number of Shares

Common Stock               N/A                 7,800,000

Preferred Stock   4.40% Preferred Stock           60,000

Preferred Stock   7.25% Preferred Stock           47,000

Preferred Stock        Undesignated              250,000


Dated July 28, 1993.

                                  WEST TEXAS UTILITIES COMPANY


                                  By: Joe Lambright
                                  Controller and Treasurer


STATE OF TEXAS   )

COUNTY OF TAYLOR )

     Before me, a notary public, on this day personally appeared
Joe Lambright, known to me to be the person whose name is
subscribed to the foregoing document and, being by me first duly
sworn, declared that the statements therein contained are true
and correct.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE this 10th day of
August, 1993.



                                     Martha Murray
                             Notary Public State of Texas









                                   2



                       STATEMENT OF CANCELLATION OF
                            REDEEMABLE SHARES

To the Secretary of State
     of the State of Texas:


     Pursuant to the provisions of Article 4.10 of the Texas
Business Corporation Act, the undersigned Corporation submits the
following statement of cancellation by redemption of redeemable
shares of the Corporation.


     1. The name of the Corporation is West Texas Utilities
Company.


     2. The number of redeemable shares canceled through
redemption is 47,000, itemized as follows:


  Class                 Series            Number of Shares

Preferred Stock   7.25% Preferred Stock         47,000


     3. The aggregate number of issued shares of the Corporation
after giving effect to such cancellation is 5,548,560, itemized
as follows:


  Class                 Series            Number of Shares

Common Stock              N/A                  5,488,560

Preferred Stock    4.40% Preferred Stock          60,000


     4. The amount of the stated capital of the Corporation
after giving effect to such cancellation is $143,214,000.

     5. The number  of shares which the Corporation has authority
to issue after giving effect to the cancellation is 8,110,000
itemized as follows:



                                   1


  Class                 Series            Number of Shares

Common Stock             N/A                  7,800,000

Preferred Stock   4.40% Preferred Stock          60,000

Preferred Stock      Undesignated               250,000

Dated August 31, 1994.

                               WEST TEXAS UTILITIES COMPANY

                               By: Dennis M. Sharkey
                               Dennis Sharkey
                               Vice President-Administration

STATE OF TEXAS    )

COUNTY OF TAYLOR  )

     Before me, a notary public, on this day personally appeared
Dennis Sharkey, known to me to be the person whose name is
subscribed to the foregoing document and, being by me first duly
sworn, declared that the statements therein contained are true
and correct.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE this 31st day of
August, 1994.




                                          Marie Knight
                                     Notary Public, State of Texas







                                           2


<PAGE>

STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH BY 
A CORPORATION


1.   The name of the corporation is West Texas Utilities Company.

     The corporation's charter number is 049483-0.

2.   The address of the registered office as PRESENTLY shown in 
     the records of the Texas secretary of state is:  301
     Cypress, Abilene, Texas 79601.

3.   The registered office address will not change.

4.   The name of the registered agent as PRESENTLY shown in the
     records of the Texas secretary of state is Glenn Files.

5.   The name of the NEW registered agent is Floyd Nickerson.

6.   Following the change shown above, the address of the 
     registered office and the address of the office of the 
     registered agent will continue to be indentical, as required
     by law.

7.   The change shown above was authorized by the board of 
     directors.

                                   Floyd Nickerson
                                   President
                                   West Texas Utilities Company

<PAGE>


                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                          WEST TEXAS UTILITIES COMPANY


        Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to the Articles of Incorporation:

        ARTICLE ONE.  The name of the corporation is West Texas Utilities 
Company.

        ARTICLE TWO.  The following amendment to the Articles of Incorporation 
was adopted by the shareholders of the corporation on April 28, 1997.

        The Articles of Incorporation are hereby amended to delete subparagraph
(B) of paragraph (5) of Article VI which read in its entirety as follows:

                       (B) issue or assume any unsecured notes, debentures or
        other securities representing unsecured indebtedness (herein referred to
        as `unsecured obligations'), for any purpose other than (i) the
        refunding of outstanding unsecured indebtedness or unsecured obligations
        theretofore incurred, issued or assumed by the corporation, or (ii) the
        reacquisition, redemption or other retirement of any indebtedness, if
        such transaction has been ordered, approved or permitted by the
        Securities and Exchange Commission under the Public Utility Holding
        Company Act of 1935 or by any successor commission or other regulatory
        authority of the United States of America then having jurisdiction in
        the premises, or (iii) the reacquisition, redemption or other retirement
        of all outstanding shares of the Preferred Stock or of stock ranking
        prior to or on a parity with the Preferred Stock, if:

        (1) immediately after such issue or assumption, the total principal
amount of all unsecured obligations issued or assumed by the corporation and
then outstanding would exceed (a) 25% of the sum of the total principal amount
of all bonds or other securities representing secured indebtedness issued or
assumed by the corporation and then outstanding and the aggregate amount of the
capital and surplus of the corporation as then stated on the books of account of
the corporation (such sum being hereinafter referred to as

<PAGE>



`total secured debt and capital'), or (b) the principal amount of all unsecured
obligations maturing in less than ten years (herein referred to as `short-term
indebtedness'), issued or assumed by the corporation and then outstanding,
computed as herein provided, would exceed 20% of the total secured debt and
capital; or


                       (2) immediately after such issue or assumption, the total
               principal amount of unsecured obligations would exceed 20% of
               total secured debt and capital, and either (a) the total
               unsecured debt and capital of the corporation would exceed
               $750,000,000, or (b) the sum of the capital and surplus of the
               corporation as then stated on the books of account of the
               corporation would be less than 40% of the sum of the
               corporation's total secured debt and capital and short-term
               indebtedness; or

                       (3) with respect to the period commencing on the earlier
               of (a) the date one year after the first day of commercial
               operation of the Company's Oklaunion generating station or (b)
               January 1, 1989 (the earlier of such dates being hereinafter
               referred to as the `Termination Date'), immediately after such
               issue or assumption, the principal amount of all unsecured
               obligations of the corporation then outstanding would exceed 20%
               of total secured debt and capital or the principal amount of all
               short-term indebtedness of the corporation then outstanding would
               exceed 10% of total secured debt and capital.

                       For purposes of this subparagraph (B), (i) with respect
        to any unsecured obligation originally having a single maturity of more
        than ten years, the principal amount of such obligation shall not be
        regarded as short-term indebtedness until such principal amount shall be
        due or required to be paid within three years and (ii) with respect to
        unsecured obligations having serial maturities or having sinking,
        purchase or similar periodic debt retirement provisions, the principal
        amount of the final maturity, any serial maturity or any periodic debt
        retirement maturity which originally was more than ten years shall not
        be regarded as short-term debt until such principal amount shall be due
        or required to be paid within three years."

        ARTICLE THREE.  The number of shares of the corporation outstanding at 
the time of adoption of the amendment was 5,548,560 and the number of shares 
entitled to vote thereon was 5,548,560.

        The designation and number of outstanding shares of each class or series
entitled to vote thereon as a class were as follows:

<PAGE>


                                             Number of Shares Outstanding
      CLASS OR SERIES                            AND ENTITLED TO VOTE
        Common                                         5,488,560
        Preferred                                         60,000

        ARTICLE FOUR.  The number of shares of the corporation voted for the 
amendment was 5,532,145 and the number of shares of the corporation voted 
against the amendment was 743.

        The number of shares of each class or series entitled to vote as a class
or series voted for or against such amendment was as follows:

                                       Number of Shares       Number of Shares
      CLASS OR SERIES                     VOTED FOR             VOTED AGAINST
        Common                            5,488,560                    0
        Preferred                            43,585                  743

        ARTICLE FIVE.  The foregoing amendment will not effect a change in the 
amount of stated capital of the corporation.




<PAGE>


                                             WEST TEXAS UTILITIES COMPANY


                                             By: Paul J. Brower
                                             Name: Paul J. Brower
                                             Title: General Manager