WEST TEXAS UTILITIES COMPANY

                                     BY-LAWS


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                                   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

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an outstanding certificate of stock shall be lost, stolen or destroyed, a new
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. The annual meeting of the stockholders shall be held on the
last Tuesday in March in each year, if not a legal holiday, and if a legal
holiday, then on the day following, at the hour of 11 o'clock A. M., for the
election of Directors, and for the transaction of such other business as may
come before it. Such meeting shall be held at the principal office of the
Company in the State of Texas.
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        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 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

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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
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

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        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 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.
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        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.

        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

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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
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

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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
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.
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        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.


                                  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.
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               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.

        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.



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                                  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.