Exhibit 3(b)2
                     SOUTHWESTERN PUBLIC SERVICE COMPANY

                                    BYLAWS

                   (as amended through September 29, 1997)

                                  ARTICLE I

                                 Shareholders

      Section 1.  Annual  Meeting.  The annual meeting of the  shareholders of
the  Company for the  election of  directors  and for the  transaction  of any
other  business that may be properly  brought before the meeting shall be held
at a place, date, and hour designated by resolution of the Board of Directors.

      Section 2.  Special  Meetings.  Special meetings of the shareholders for
any purpose or purposes  shall be called by the  Secretary  upon  receipt of a
written  request  from the  Chairman  of the Board,  the Vice  Chairman of the
Board,  the President,  a majority of the directors,  or any person or persons
authorized by the New Mexico  Business  Corporation Act (the "Act") to request
such a  meeting.  Special  meetings  of the  shareholders  shall  be held at a
place,  date,  and hour  designated  by the  Chairman  of the Board,  the Vice
Chairman  of the  Board,  the  President,  or by  resolution  of the  Board of
Directors.

      Section 3.  Procedure.   At  each  meeting  of  the  shareholders,   the
Chairman  of the Board or, in his or her  absence,  the Vice  Chairman  of the
Board or the President  shall act as chairman of the meeting.  The chairman of
the meeting  shall  determine  the order of business and all other  matters of
procedure.  The chairman of the meeting may establish  rules to maintain order
and to conduct the meeting.  The  chairman of the meeting  shall act in his or
her absolute discretion, and his or her rulings are not subject to appeal.

                                  ARTICLE II

                                  Directors

      Section 1.  Board of  Directors.  The  business of the Company  shall be
managed by a Board of  Directors.  The number of  directors  constituting  the
Board of Directors  shall be  established  from time to time by  resolution of
the Board of Directors,  subject to any  limitations  set forth in the Amended
and  Restated  Articles of  Incorporation.  A Chairman  of the Board  and/or a
Vice Chairman of the Board may be chosen from among the directors.

      No person who has  attained the age of 65 shall be eligible for election
as a director of the Company unless he or she is a non-employee  member of the
Board of Directors.  No  non-employee  director who has attained the age of 70
shall  serve as a  director  effective  with the next  annual  meeting  of the
shareholders.  No  director  who was also an  officer  of the  Company  or any
affiliate  of the Company  when he or she ceased  being an officer or attained
the age of 65 shall  serve as a director  effective  with the first day of the
following month after ceasing to be an officer or attaining the age of 65.


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      Section 2.  Regular   Meetings.   Regular   meetings  of  the  Board  of
Directors  may be held without  notice at times and places  determined  by the
Board of Directors.

      Section 3.  Special   Meetings.   Special   meetings  of  the  Board  of
Directors  shall be called by the Secretary upon the receipt of a request from
the Chairman of the Board, the Vice Chairman of the Board,  the President,  or
any two directors.  Notice of special meetings shall be given to each director
at any time before the  special  meeting  either  personally  or by  telephone
(including by message or recording  device) or telegraph or facsimile not less
than two hours  before the  meeting or by mail not less than three days before
the meeting.  Any notice shall be directed to the address or telephone  number
of each director as furnished to the Secretary for that purpose.

      Section 4.  Adjournment  of  Meetings.  The  directors  may adjourn from
time to time any  regular  or special  meeting  at which a quorum is  present,
without notice other than  announcement at the meeting.  The adjourned meeting
may be called to order at any time without  further  notice,  and any business
may be transacted which might have been transacted at the original meeting.

      Section 5.  Compensation  of  Directors.  The Board of Directors  may by
resolution  provide  for  payment of fees for  attendance  at  meetings of the
Board  of  Directors  and  the  reimbursement  of  expenses  of  directors  in
attending meetings.  The Board of Directors may also by resolution provide for
the  payment  of  other  fees or  compensation  to  members  of the  Board  of
Directors.

      Section 6.  Authority to Appoint Committees and Delegate Authority.  The
Board of Directors,  by resolution  adopted by a majority of the full Board of
Directors,  may designate from among its members one or more committees,  each
of which,  except to the  extent  limited by law,  the  Amended  and  Restated
Articles of Incorporation,  these Bylaws, and the resolution  establishing the
committee,  shall have and may exercise  all of the  authority of the Board of
Directors,  and may  also  prescribe  rules  of  operation  of the  committee.
Regular  meetings of any  committee  may be held  without  notice at times and
places  determined  by  the  Board  of  Directors  or the  committee.  Special
meetings of any committee  shall be called by the  Secretary  upon the receipt
of a request from the Chairman of the Board,  the Vice  Chairman of the Board,
the President,  the chairman of the committee, or any member of the committee.
Notice of special  meetings  shall be given in the same  manner as provided in
Section 3 of this Article II.

                                 ARTICLE III

                                   Officers

      Section 1.  Number. The officers of the Company shall be a President,  a
Secretary,  and a Treasurer,  and may include a Chairman of the Board,  a Vice
Chairman of the Board, a chief executive  officer,  a chief operating officer,
a chief  financial  officer,  one or more Vice Presidents (one or more of whom
may be  designated  Executive  Vice  President  or Senior Vice  President),  a
Controller, and/or a chief accounting officer.
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      Section 2.  Election and Term of Office.  Each officer  shall be elected
by the Board of  Directors  and shall  hold  office  until the  meeting of the
Board of Directors  following the next annual meeting of the  shareholders and
until his or her  successor has been elected and qualified or until his or her
earlier retirement, disability, death, resignation, or removal.

      Section 3.  Removal  and  Vacancies.  Any  officer may be removed at any
time with or without cause by the Board of Directors.  A vacancy in any office
may be filled  for the  unexpired  portion  of the term in the same  manner as
provided for election to the office.

      Section 4.  Assistant  Officers.  The  Company  may have such  assistant
officers as the Board of Directors  may elect.  Each  assistant  officer shall
hold  office  at the  pleasure  of,  and may be  removed  at any time  with or
without cause by, the Board of Directors.  Assistant  officers may include one
or  more  Assistant  Vice   Presidents,   Assistant   Secretaries,   Assistant
Treasurers, and Assistant Controllers.

      Section 5.  Duties.  Each  officer  shall have the  authority  and shall
perform the duties as may be assigned by the Board of Directors,  the Chairman
of the Board,  the Vice Chairman of the Board,  or the President,  or as shall
be  conferred  or  required  by law or these  Bylaws,  or as shall be normally
incidental  to  the  office.  Unless  otherwise  restricted  by the  Board  of
Directors from time to time, (i) the Chairman of the Board,  the Vice Chairman
of the Board, the President,  the chief executive officer, the chief operating
officer,  the chief financial  officer,  and any Vice President of the Company
(including  Executive Vice Presidents,  Senior Vice Presidents,  and Assistant
Vice  Presidents) may execute and deliver  instruments and contracts on behalf
of the  Company  and  otherwise  may  bind  the  Company,  and (ii) any of the
foregoing  officer-signatories  and the Board of Directors may delegate to any
other person,  in writing,  the  authority to execute and deliver  instruments
and contracts on behalf of the Company and otherwise bind the Company.

                                  ARTICLE IV

        Indemnification of Directors, Officers, Employees, and Agents

      Section 1.  Mandatory  Indemnification.  Each  person  who is a party or
is threatened to be made a party, either as plaintiff, defendant,  respondent,
or otherwise,  to any action,  suit, or proceeding,  whether civil,  criminal,
administrative,  or investigative (a "Proceeding"),  based upon, arising from,
relating  to, or by reason of the fact that such  person,  or a person of whom
such  person is the legal  representative,  is or was a director or officer of
the  Company,  or is or  was  serving  at the  request  of  the  Company  as a
director,  officer, partner, trustee, employee, or agent of another foreign or
domestic  corporation  or non-profit  corporation,  cooperative,  partnership,
joint venture, trust, or other incorporated or unincorporated  enterprise,  or
any employee  benefit plan or trust (each,  a "Company  Affiliate"),  shall be
indemnified and held harmless by the Company to the fullest extent  authorized
by the Act, as the same exists on the date of the  adoption of these Bylaws 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  permitted  by the Act prior to such  amendment),
against  any  and  all  expenses,  liability,  and  loss  (including,  without
limitation,  investigation  expenses and expert witnesses' and attorneys' fees
and expenses,  judgments,  penalties, fines, and amounts paid or to be paid

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in settlement)  actually  incurred by such person in connection  therewith.  The
right to indemnification  conferred in this Article IV shall be a contract right
and shall  include the right to be paid by the Company for expenses  incurred in
defending or prosecuting any Proceeding in advance of its final disposition.

      For purposes of this Article IV,  references  to "fines"  shall  include
any excise taxes  assessed on a person with  respect to any  employee  benefit
plan or trust;  and  references  to "serving  at the  request of the  Company"
shall include any service as a director,  officer,  employee,  or agent of the
Company  which  imposes  duties on, or involves  services  by, such  director,
officer,  employee,  or agent with  respect  to an  employee  benefit  plan or
trust,  its  participants,  or  beneficiaries;  and a person who acted in good
faith and in a manner such person  reasonably  believed to be in the  interest
of the  participants  and  beneficiaries  of an employee benefit plan or trust
shall be deemed to have acted in a manner "not  opposed to the best  interests
of the Company."

      The  Company's  indemnity  of any  person  who was or is  serving at its
request as a director,  officer,  partner,  trustee,  employee,  or agent of a
Company  Affiliate  shall be reduced by any amounts such person may collect as
indemnification from such Company Affiliate.

      Section 2.  Recovery  Against the  Company.  If a claim under  Section 1
of this  Article  IV is not paid in full by the  Company  within  thirty  days
after a written claim has been received by the Company,  except in the case of
a claim for expenses to be incurred in  defending a  Proceeding  in advance of
its  final  disposition  (in which  case the  applicable  period  shall be ten
days),  the claimant may at any time thereafter bring suit against the Company
to recover the unpaid  amount of the claim and, if  successful  in whole or in
part,  the  claimant  shall  be  entitled  to be  paid  also  the  expense  of
prosecuting  such  claim.  The  claimant  shall be  presumed to be entitled to
indemnification  under this Article IV upon submission of a written claim (and
any  required  undertaking  and/or  affirmations  required  by  the  Act)  and
thereafter  the  Company  shall  have the  burden  of proof  to  overcome  the
presumption  that the claimant is not so entitled.  Neither the failure of the
Company (including its Board of Directors,  independent legal counsel,  or its
shareholders)  to have made a determination  prior to the commencement of such
action that  indemnification  of the  claimant is proper in the  circumstances
because  such person has met the  applicable  standard of conduct set forth in
the Act, nor an actual  determination  by the Company  (including its Board of
Directors,  independent legal counsel,  or its shareholders) that the claimant
has not met such  applicable  standard of  conduct,  shall be a defense to the
action or create a  presumption  that the claimant has not met the  applicable
standard of conduct.

      Section 3.  Non-Exclusive  Right. The right to  indemnification  and the
payment of expenses  incurred  in  defending  a  Proceeding  in advance of its
final  disposition  conferred in this Article IV shall not be exclusive of any
other right to which any person may be entitled  under any statute,  provision
of  the  Amended  and  Restated  Articles  of  Incorporation,  or  Bylaw,  any
agreement, a resolution of shareholders or directors,  or otherwise both as to
action  in  such  person's  official  capacity  and as to  action  in  another
capacity while holding such office.

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      Section 4.  Insurance.  The Company may purchase and maintain  insurance
or furnish  similar  protection,  including,  but not limited to,  providing a
trust fund, letter of credit, or  self-insurance,  on behalf of any person who
is a director,  officer,  employee,  or agent of the  Company or who,  while a
director,  officer,  employee,  or agent of the  Company,  is  serving  at the
request of the Company as a director,  officer, partner, trustee, employee, or
agent of a Company  Affiliate,  against  any  liability  asserted  against and
incurred by such  director,  officer,  employee,  or agent in such capacity or
arising out of such director's,  officer's,  employee's,  or agent's status as
such,  whether  or not the  Company  would  have the power to  indemnify  such
director, officer, employee, or agent against such liability under the Act.

      Section 5.  Delegation of  Authority.  The Company may, by action of its
Board  of  Directors,  authorize  one or more  officers  to  grant  rights  to
indemnification  and  advancement  of expenses to  employees  or agents of the
Company  on such  terms  and  conditions  as such  officer  or  officers  deem
appropriate under the circumstances.

      Section 6.  Continuing  Effect. The  indemnification  and advancement of
expenses  provided by, or granted  pursuant to, this Article IV shall,  unless
otherwise provided when authorized,  continue as to a person who has ceased to
be a director,  officer,  employee, or agent and shall inure to the benefit of
the heirs,  executors,  and  administrators of such persons.  Anything in this
Article IV to the contrary  notwithstanding,  no  elimination  or amendment of
this Bylaw adversely  affecting the right of any person to  indemnification or
advancement of expenses  hereunder  shall be effective  until the sixtieth day
following  notice  to  such  indemnified   person  of  such  action,   and  no
elimination  or amendment  of these  Bylaws  shall  deprive any such person of
such person's rights hereunder  arising out of alleged or actual  occurrences,
acts, or failures to act which had their origin prior to such sixtieth day.

      Section 7.  Severability.  In case  any  provision  in this  Article  IV
shall be determined at any time to be unenforceable in any respect,  the other
provisions  shall not in any way be  affected  or  impaired  thereby,  and the
affected  provision  shall be given the fullest  possible  enforcement  in the
circumstances,   it  being   the   intention   of  the   Company   to   afford
indemnification  and advancement of expenses to the persons indemnified hereby
to the fullest extent permitted by law.

      Section 8.  Notice to  Shareholders.  Submission  of these Bylaws to the
shareholders of the Company for ratification  shall  constitute  notice to the
shareholders  of the Company  and shall be the only  notice  which the Company
shall be required to give the  shareholders of the Company with respect to any
of the matters covered hereby,  including,  without limitation,  the Company's
entering  into any  agreement or making other  arrangements  providing for the
indemnification  of or the  advancement  of expenses  to a director,  officer,
employee,  or  agent,  the  actual  advancement  of  expenses  to a  director,
officer,  employee,  or agent of the  Company,  or the  payment  of any  other
liability  or  indemnification  to  or  on  behalf  of  a  director,  officer,
employee, or agent.

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                                  ARTICLE V

                  Share Certificates and Transfer of Shares

      Section 1.  Share  Certificates.  Shares of stock of the Company may, at
the discretion of the Board of Directors,  be represented by  certificates  or
may be  uncertificated.  Any share certificates of the Company shall be in the
form and contain  the  provisions  determined  by the Board of  Directors  and
required by the Act.

      Section 2.  Transfer  Rules.  The Board of  Directors,  the  Chairman of
the Board,  the Vice Chairman of the Board,  the  President,  or the Secretary
may from time to time  promulgate  rules or  regulations as it or such officer
may  deem  advisable  concerning  the  issue,   transfer,   registration,   or
replacement of share certificates of the Company.

      Section 3.  Registered  Shareholders.  The Company  shall be entitled to
treat the  holder  of  record of any share or shares as the  holder in fact of
those  shares.  The Company  shall not be bound to recognize  any equitable or
other  claim to or  interest  in any  shares on the part of any other  person,
regardless  of whether the Company has actual or imputed  knowledge of a claim
of interest, except as otherwise required by the Act.

                                  ARTICLE VI

                             Fiscal Year and Seal

      Section 1.  Fiscal Year.  The fiscal year of the Company  shall begin on
the first day of January and end on the last day of December each year.

      Section 2.  Seal.  The seal of the  Company  shall be  circular in form.
Around the margin of the seal shall be placed the words  "Southwestern  Public
Service  Company"  and in the center the words  "Corporate  Seal  Incorporated
1921 New Mexico."

                                 ARTICLE VII

                                  Amendments

      These  Bylaws may be altered,  amended,  or repealed by the  affirmative
vote of a majority of the Board of  Directors  at any  regular  meeting or, if
notice of  intention  to amend,  alter,  or repeal  the Bylaws is given in the
notice of the  meeting,  at any  special  meeting  of the Board of  Directors.
These Bylaws may also be altered,  amended, or repealed by the shareholders by
the  affirmative  vote of the  holders of a majority in interest of the shares
issued and outstanding and entitled to vote.


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