May 1, 2000

                          WEST TEXAS UTILITIES COMPANY

                                     BY-LAWS


                        ---------------------------------


                                   ARTICLE I.

                                    Offices.

            The corporation may maintain  offices at such places in the State of
Texas as the Board of Directors may, from time to time, appoint.


                                   ARTICLE II.

                                      Seal.

      The  corporate  seal  shall  have  inscribed   thereon  the  name  of  the
corporation  and the words  "Corporate  Seal,  1927  Texas".  Such seal may be a
facsimile.


                                  ARTICLE III.

                              Stock and Transfers.

      Section  1.  Each  holder  of fully  paid  stock  shall be  entitled  to a
certificate or  certificates of stock stating the number of shares owned by such
stockholder,  and the designation of the class in which issued. All certificates
of stock shall be signed by the President or a Vice-President of the Company and
also  by the  Treasurer,  Secretary,  an  Assistant  Treasurer  or an  Assistant
Secretary  of the  Company  and  sealed  with  the  seal of the  Company,  which
signatures and seal may be facsimile.  All certificates of Common Stock shall be
countersigned by a Transfer Agent appointed by the Board and all certificates of
Preferred Stock shall be  countersigned  by a Transfer Agent and registered by a
Registrar,  appointed by the Board.  In case any officer who has signed or whose
facsimile  signature  has  been  placed  upon  a  certificate  is  issued,  such
certificate may be issued by the Company with the same effect as if such officer
had not ceased to be such at the date of issue.

      Section 2. Shares of stock shall be transferable  only on the books of the
Company,  and, except as hereinafter  provided, or as may be required by law, or
by the order of a court in some proper  proceedings,  shall be transferred  only
upon the proper assignment and surrender of the certificates issued therefor. If
an outstanding  certificate of stock shall be lost,  stolen or destroyed,  a new

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certificate may, in the discretion of the Board of Directors,  be issued in lieu
thereof  upon  receipt of  evidence,  satisfactory  to the Board,  of such loss,
destruction,  or theft,  and upon receipt by the Company of a bond of indemnity,
deemed  sufficient by the Board, to protect the Company against claims under the
outstanding certificate.

      Section  3. The  transfer  books  may be  closed  by order of the Board of
Directors for short periods, not exceeding twenty-five days at any one time, for
the purpose of paying a dividend,  or holding a meeting of stockholders,  or for
any other legal purpose, as the Board of Directors shall deem advisable.

      Section 4. If default  shall be made in the prompt  payment,  when due, of
any sum payable to the company  upon any  subscription  of stock of the Company,
and if such default shall  continue for a period of thirty days, all right under
the subscription in and to the stock  subscribed for shall,  upon the expiration
of such period, cease and determine, and all right under the subscription in and
to the stock  subscribed  for shall be forfeited  to the  Company,  but no right
under the  subscription  in and to the stock  subscribed  for shall be forfeited
unless and until the directors  have caused a written notice to be served on the
subscriber  personally,  or by depositing the same in the post office,  properly
directed to him at the post office nearest his usual place of residence, stating
that he is  required to make  payment,  setting  forth the  amount,  at the time
(which payment day must be not less than thirty days after the day the notice is
served) and place  specified in said  notice,  and if he fails to make the same,
his stock and all  previous  payments  thereon will be forfeited to the Company;
and provided further, that if at the time for payment fixed in said notice, such
right shall  belong to the estate of a  decedent,  it may be  forfeited  only by
resolution of the Board of Directors declaring forfeiture.  The Company,  shall,
within thirty days after such forfeiture, cause such stock to be sold at private
or public sale, at its market value at the time of sale,  and shall,  out of the
net proceeds of sale and upon surrender of any  outstanding  stock  subscription
receipt issued to evidence the subscription,  pay to the recorded holder of such
receipt  the  amount  paid on the  subscription  prior to  forfeiture,  less the
amount, if any, by which the total  subscription price of the stock exceeded the
net proceeds of sale.


                                   ARTICLE IV.

                            Meeting of Stockholders.

      Section 1. An annual meeting of the stockholders shall be held on the last
Tuesday  in March in each  year or on such  other day as may,  in any  year,  be
specified by the Board of Directors.  Each such annual  meeting shall be held at
such place and hour as may be fixed by the Board of Directors.

      Section 2. Special meetings of the stockholders may be called by the Board
of Directors, or by a majority of the Directors individually,  or by the holders
of not less than one-third in number of the total outstanding  shares of capital

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stock of the Company  entitled to vote,  or in such manner as may be provided by
statute or by Paragraph (7) of Article VI of the Charter, as amended.

      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 an meeting,  though less than a quorum, may
adjourn the meeting to some other day or sine die.

      Section 5. At all meetings of  stockholders  each share of stock  eligible
under the Charter,  as amended,  to vote upon questions  being submitted 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  Secretary 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 such number,  not less
than three nor more than  fifteen  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 stockholders. 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 stockholders  duly called for the 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;  provided,
however,  the term of any  director  who is an  employee  of the  Company or its
Parent  Company  (other than a past or present  Chief  Executive  Officer of the

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Company who retires),  shall expire  concurrently  with the  termination of such
director's  employment by the Company or its Parent  Company.  No person who has
attained age seventy (70),  and no former  employee of the Company (other than a
former  Chief  Executive  Officer)  who has retired  from the  Company  shall be
eligible  for  election  as a director  of the  Company.  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 with 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.

      Section 3. The Board of  Directors  may hold its meetings and may have one
or more  offices,  and may keep the books of the  corporation  at such places as
they may from time to time determine  within the State of Texas.  In addition to
the powers and authorities by these By-Laws  expressly  conferred upon them, the
Board may  exercise all such powers of the  corporation,  and do all such lawful
acts and things as are not by law or by these  By-Laws  required to be exercised
or done by the stockholders.

      Section 4. Without  prejudice to the general powers  conferred by the last
preceding  clause,  it is hereby expressly  declared that the Board of Directors
shall have the following powers, that is to say:

            1. From time to time to make and change rules and  regulations,  not
      inconsistent  with these By-Laws,  for the management of the corporation's
      business and affairs.

            2. From time to time, as and when and upon such terms and conditions
      as it may determine,  to issue any part of the authorized capital stock of
      the corporation.

            3. To  purchase,  or  otherwise  acquire  for the  corporation,  any
      property,  right or  privilege  which the  corporation  is  authorized  to
      acquire at such price or  consideration,  and  generally  on such terms or
      conditions as it shall think fit.

            4. At its  discretion to pay for any property or rights  acquired by
      the  corporation,   either  wholly  or  partly  in  money,  stock,  bonds,
      debentures or other securities of the corporation.

            5. To borrow  money,  to create,  make and issue  mortgages,  bonds,
      deeds  of  trust,   trust   agreements  and  negotiable  or   transferable
      instruments  and securities,  secured by mortgage or otherwise,  and to do
      every other act and thing necessary to effectuate the same.

            6. To appoint and at its  discretion,  remove or suspend any and all
      officers,  employees and agents,  permanently  or  temporarily,  as it may
      think fit,  and to  determine  their duties and fix, and from time to time

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      change their duties,  salaries and emoluments,  and to require security in
      such instances, and in such amounts as it thinks fit.

            7. To confer by resolution upon any officer of the corporation,  the
      power to choose,  remove or suspend  subordinate  officers,  employees and
      agents.

            8. To appoint any person or  corporation to accept and hold in trust
      for the  corporation,  any property  belonging to the  corporation,  or in
      which it is interested,  or for any other  purpose,  and to execute and do
      all such  deeds and things as may be  requisite  in  relation  to any such
      trust.

            9. To determine who shall be authorized on the corporation's behalf,
      to sign bills, notes, receipts, acceptances, endorsements, checks, drafts,
      bonds,  mortgages,  releases,  contracts  and other papers and  documents;
      subject always to any  requirements of law in respect  thereof.  If and to
      the  extent  authorized  by  resolution  of the  Board of  Directors,  the
      signature or signatures on checks and drafts may be facsimile.

            10. To delegate  any of the powers of the Board in the course of the
      current business of the corporation to any standing or special  committee,
      or to any officer or agent,  or to appoint any persons to be the agents of
      the corporation,  with such powers (including the powers to sub-delegate),
      and upon such terms as it shall think fit.


                                    ARTICLE VI.

                               Meetings of the Board.

      Section 1.  Regular  meetings of the Board of  Directors  shall be held at
such  place  and time as may be  designated  from  time to time,  by the  Board.
Special meetings of the Board may be called by the Chairman or the President, or
by a Vice-President  when acting as President,  or by any two Directors upon two
days'  notice to each  Director,  either  personally  or by mail or by telegram.
Notice of any meeting of the Board of Directors  may be waived in writing by any
director, either before or after meeting, and will be deemed to be waived by his
attendance thereat.

      Section 2. A majority of the Board of Directors shall  constitute a quorum
for the  transaction of business at any meeting of the Board,  but a less number
may adjourn from time to time,  until a quorum is obtained,  or may adjourn sine
die.

      Section 3. In all meetings of the Board a majority  vote shall be decisive
of all questions before the meeting, except as may be otherwise provided by law.
The Board of Directors shall keep minutes of the proceedings of their meetings.

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      Section 4.  Directors,  as such,  shall not receive any stated  salary for
their services,  but by resolution of the Board,  an annual retainer  payable in
monthly or other  convenient  installments,  a fixed sum for  attendance at each
regular or special meeting of the Board, or of any standing or special committee
of the Board, and expenses of attendance, if any, may be allowed; provided, that
nothing  herein  contained  shall be construed  to preclude  any  Director  from
serving  the  corporation  in any other  capacity,  and  receiving  compensation
therefor.


                                    ARTICLE VII.

                                     Officers.

      Section 1. There shall be elected by the Board of Directors,  at its first
meeting (if  practicable)  held after the annual  election of  directors in each
year, a President, a Secretary, a Treasurer, a Controller,  and, if desired, one
or more Assistant Secretaries,  Assistant Treasurers, and Assistant Controllers.
The Board of Directors also may provide for and elect at any time, a Chairman, a
General  Manager,  one or more Vice  Presidents,  and such other  officers,  and
prescribe such duties for them, respectively, as in the judgment of the Board of
Directors  may be  required  from time to time to conduct  the  business  of the
Corporation.  Any two or more offices,  except the offices of President and Vice
President,  President and Secretary, President and General Manager, and Chairman
and any other office,  may be held by the same person.  All officers  elected by
the Board of  Directors  shall  hold their  respective  offices,  unless  sooner
terminated,  until the first  meeting of the Board of  Directors  held after the
next  ensuring  annual   election  of  directors  and  until  their   respective
successors, willing to serve, shall have been duly elected and qualified. Any of
such  officers may be removed from their  respective  offices at the pleasure of
the Board.

      Section 2. The Chairman of the Board, if there shall be one, shall preside
at all meetings of the stockholders and of the Board of Directors. He shall be a
member of the  Executive  Committee,  if there  shall be one,  and of such other
committees  to which he shall be appointed by the Board of  Directors.  He shall
also have such other powers and duties as may at any time be prescribed by these
By-Laws or by the Board of Directors.

      Section  3. The  President  shall be the chief  executive  officer  of the
Company and have general  authority  over all of the business and affairs of the
Company  and over all other  officers,  agents  and  employees  of the  Company,
subject to the  direction of the Board of Directors or Executive  Committee.  He
shall have  general and active  management  of the  business  and affairs of the
Company,  and full authority and responsibility with respect to making effective
all  resolutions  of the Board of Directors.  He may execute  bonds,  mortgages,
contracts and other instruments on behalf of the Company,  except those required
by law,  governmental  regulations,  or indentures  and other  agreements of the
Company to be  otherwise  signed  and  executed  or  expressly  required  by the
Company. He shall have the authority when neither the Board of Directors nor the
Executive  Committee is in session to suspend the authority of any other officer

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or officers of the Company,  subject,  however,  to the pleasure of the Board of
Directors or of the Executive  Committee at its next  meeting,  and authority to
appoint  and to remove and  discharge  any and all agents and  employees  of the
Company not elected or  appointed  directly  by the Board of  Directors.  In any
absence of the Chairman of the Board he shall,  if present,  have all powers and
duties conferred upon the Chairman of the Board.

      Section  4.  The  General  Manager,  if one is  elected  by the  Board  of
Directors,  shall  have  such  powers  and  duties  as may from  time to time be
prescribed by the Board of Directors.  In case the President,  due to absence or
any other  cause,  shall be  unable  at any time to attend to the  duties of the
office  of  President  requiring  attention,  or  in  the  case  of  his  death,
resignation,  or removal  from  office,  the powers and duties of the  President
shall,  except as the Board of  Directors  may  otherwise  provide,  temporarily
devolve upon the General Manager, and shall be exercised by such General Manager
as acting President during such inability of the President, or until the vacancy
in the  office  of the  President  shall  be  filled.  In case  of the  absence,
disability,  death, resignation, or removal from office of the President and the
General  Manager,  the Board of  Directors  shall  elect one of its  members  to
exercise  the  powers  and  duties  of the  President  during  such  absence  or
disability, or until the vacancy in one of said offices shall be filled.

      Section  5.  The  Vice  President,  if one is  elected  by  the  Board  of
Directors,  or Vice  Presidents,  if more  than one is  elected  by the Board of
Directors,  shall  have  such  powers  and  duties  as may from  time to time be
prescribed by the Board of Directors.

      Section  6. The  Secretary  shall  attend  all  meetings  of the  Board of
Directors,  shall keep a true and faithful  record thereof in proper books to be
provided for that purpose,  and shall have the custody and care of the corporate
seal,  records,  minutes  and stock books of the  Company.  He shall also act as
Secretary of all stockholders'  meetings,  and keep a record thereof,  except as
some other person may be selected as Secretary by any such meeting, shall keep a
suitable record of the addresses of stockholders, and shall, except as otherwise
required  by  statute,  or by the  By-Laws,  sign,  and by order of the Board of
Directors,  issue all notices required for meetings of stockholders,  and of the
Board of  Directors.  Whenever  requested  by a requisite  number of  individual
stockholders,  or  individual  Directors,  to  give  notice,  for a  meeting  of
stockholders  or of the  Board of  Directors,  he shall  give  such  notice,  as
requested, and the notice shall state the names of the stockholders or Directors
making the request.  He shall sign all  mortgages,  and all other  documents and
papers to which his signature may be necessary or  appropriate,  shall affix the
seal of the  corporation to all  instruments  requiring the seal, and shall have
such  other  powers  and  duties as are  commonly  incidental  to the  office of
Secretary,  or as may be  prescribed  for him. He shall be sworn to the faithful
discharge of his duty.

      Section 7. The Treasurer shall have charge of, and be responsible for, the
collection,  receipt,  custody and disbursement of the funds of the Company, and
shall  deposit  its  funds  in the name of the  Company,  in such  banks,  trust
companies, or safe deposit vaults as the Board of Directors may direct. He shall
have the custody of such books,  receipted vouchers,  and other books and papers

<PAGE>

as in the practical business operations of the Company shall naturally belong in
the office or custody of the Treasurer,  or as shall be placed in his custody by
the Board of Directors,  by the Executive Committee,  by the President,  or by a
Vice-President  when acting as President.  He shall also have charge of the safe
keeping of all stocks,  bonds,  mortgages and other securities  belonging to the
Company,  but such  stocks,  bonds,  mortgages  and  other  securities  shall be
deposited  for safe keeping in a safe deposit  vault to be approved by the Board
of Directors or by the Executive  Committee,  in a box or boxes, access to which
shall be had as may be  provided  by  resolution  of the Board of  Directors  or
Executive  Committee.  He shall  have such  powers  and  duties as are  commonly
incidental to the office of Treasurer,  or as may be prescribed  for him. He may
be required to give bond to the company for the faithful discharge of his duties
in such form and to such amount and with such sureties as shall be determined by
the Board of Directors.

      Section 8. The Controller  shall have general  supervision  over all books
and  accounts of the  Company  relating to  receipts  and  disbursements,  shall
arrange the form of all vouchers,  accounts, reports and returns required by the
various  departments,  shall  examine the accounts of all officers and employees
from time to time and as often as practicable, and shall see that proper returns
are made of all receipts from all sources,  and that correct vouchers are turned
over to him for all disbursements for any purpose. At such time in each month as
may be found  practicable  all bills for the previous  month,  properly  made in
detail and certified,  shall be submitted to him, and he shall audit and approve
the same, if found  satisfactory and correct,  but he shall not approve or audit
any  voucher  unless  it has  been  previously  certified  to by the head of the
department  in which it  originated,  nor unless  satisfied of its propriety and
correctness.  He shall have full access to all  contracts,  correspondence,  and
other papers and records of the Company relating to its business matters,  shall
have the custody of its  account  books,  original  contracts  and other  papers
relating to the  accounts  of the  Company,  except  such as in the  practicable
business  operations of the Company shall naturally belong in the custody of the
Treasurer,  or shall be placed in the custody of the  Treasurer  by the Board of
Directors,  by  the  Executive  Committee,  by the  President,  or by one of the
Vice-Presidents  when acting as President,  and shall have such other powers and
duties as are  commonly  incidental  to the office of  Controller,  or as may be
prescribed  for him.  He may be  required  to give bond to the  Company  for the
faithful  discharge of his duties in such form and to such amounts and with such
sureties as shall be determined by the Board of Directors.

      Section 9. Assistant Secretaries, Treasurers or Controllers, when elected,
shall assist the Secretary, the Treasurer or the Controller, as the case may be,
in the performance of the respective duties assigned to such principal officers,
and the  powers  and  duties of any such  principal  officer,  shall,  except as
otherwise  ordered  by the  Board of  Directors,  temporarily  devolve  upon his
assistant in case of the absence, disability, death, resignation or removal from
office of such principal officer. They shall perform such other duties as may be
assigned to them from time to time.

<PAGE>


                                   ARTICLE VIII.

                                Executive Committee.

      Section 1. The Board of Directors may, by resolution  passed by a majority
of the whole  Board,  appoint  an  Executive  Committee  of not less than  three
members of the Board,  including the Chairman of the Board, if there be one, and
the President of the Company.  The Executive Committee may make its own rules of
procedure and elect its  Chairman,  and shall meet where and as provided by such
rules, or by resolution of the Board of Directors.  A majority of the members of
the Committee shall constitute a quorum for the transaction of business.  During
the  intervals  between the  meetings of the Board of  Directors  the  Executive
Committee  shall  have all the  powers  of the  Board in the  management  of the
business and affairs of the Company,  including  power to authorize  the seal of
the  Company to be affixed to all papers  which may require it, and, by majority
vote of all its members,  may exercise any and all such powers in such manner as
such Committee shall deem best for the interest of the Company,  in all cases in
which specific directions shall not have been given by the Board of Directors.

      Section  2. The  Executive  Committee  shall keep  regular  minutes of its
proceedings and report the same to the Board when required.


                                    ARTICLE IX.

                     Order of Business at Directors' Meetings.

      Section 1. The order of business  at  meetings  of the Board of  Directors
shall, unless otherwise ordered by the Board be as follows:

            1.  Reading and consideration of the minutes of the preceding
      meeting.

            2.  Reading of the minutes of meetings of the Executive Committee
      held since the last meeting of the Board.

            3.  Reading and consideration of communications.

            4.  Reports of standing and special committees.

            5.  Reports from officers of the Company.

            6.  The consideration of any other business of the Company.


                                     ARTICLE X.

                                  Indemnification.

<PAGE>

      Each  person  who is or was or had agreed to become a  Director,  officer,
employee or agent of the  Company,  and each person who is or was serving or had
agreed to serve at the  request of the Board of  Directors  or an officer of the
Company  as a  Director,  officer,  employee  or agent of  another  corporation,
partnership,  joint  venture,  trust  or  other  enterprise,  (including  heirs,
executors,  administrators  or  estate  of such  person),  shall be  indemnified
(including,  without limitation,  the advancement of expenses and payment of all
loss,  liability  and expenses) by the Company  against any  liability  asserted
against  him in such a capacity  or arising  out of his status as such a person,
even though due to his own negligence, whether sole or joint and concurrent with
the  negligence of others,  to the full extent  permitted by the Texas  Business
Corporation  Act or any other  applicable  laws as presently in effect or as may
hereafter be amended (but in the case of any such amendment,  only to the extent
that such  amendment  permits  the  Company to provide  broader  indemnification
rights than said laws permitted the Company to provide prior to such amendment);
provided  however,  that no person  shall be  indemnified  for  amounts  paid in
settlement  unless  the  terms  and  conditions  of such  settlement  have  been
consented to by the Company and provided  further  that no  indemnification  for
employees or agents (other than Directors and officers) will be made without the
express authorization of the Company's Board of Directors.


                                    ARTICLE XI.

                                Inspection of Books.

      Section 1. The Directors shall determine from time to time, whether,  and,
if allowed,  when and under what  conditions  and  regulations  the accounts and
books of the corporation  (except such as may be statute be specifically open to
inspection),   or  any  of  them,  shall  be  open  to  the  inspection  of  the
stockholders,  and the  stockholders'  rights in this  respect  are and shall be
restricted and limited accordingly.



<PAGE>



                                    ARTICLE XII.

                                   Miscellaneous.

      Section 1. No debts  shall be  contracted,  except for  current  expenses,
unless authorized by the Board of Directors or the Executive  Committee,  and no
bills  shall  be  paid by the  Treasurer  unless  audited  and  approved  by the
Controller,  or by some person or committee expressly authorized by the Board of
Directors or the Executive Committee to audit and approve bills for payment.

      Section 2. All dividends  shall be payable at such time as may be fixed by
the  Board  of  Directors.   Before  payment  of  any  dividend  or  making  any
distribution  of profits,  there  shall be set aside,  out of the surplus or net
profits of the corporation, such sum or sums as the Board of Directors from time
to time, in their  absolute  discretion,  think proper as a reserve fund to meet
contingencies,  or for equalizing dividends, or for repairing or maintaining any
property of the corporation,  or for such other purpose as the Board shall think
conducive to the interests of the corporation.

      Section 3. The first  fiscal year of the  corporation  shall be the period
commencing  October 1, 1927, and ending  December 31, 1927, and thereafter  each
calendar year,  commencing  with the year 1928,  shall be the fiscal year of the
corporation.


                                   ARTICLE XIII.

                                    Amendments.

      Section 1. These By-Laws may be altered,  amended or repealed by vote of a
majority of the shareholders having voting power at any annual meeting or at any
special meeting of said shareholders  called for that purpose and, to the extent
permitted  by law,  may also be  altered,  amended or  repealed  by the Board of
Directors.