SOUTHWESTERN ELECTRIC POWER CO (Form: S-3, Received: 08/24/2007 09:18:32)

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

Southwestern Electric Power Company

(Exact name of registrant as specified in its charter)

Delaware 72-0323455

(State or other jurisdiction (I.R.S. Employer

of incorporation or organization) Identification No.)

Registrant’s telephone number, including area code: (614) 716-1000

THOMAS G. BERKEMEYER, Associate General Counsel

AMERICAN ELECTRIC POWER SERVICE CORPORATION

1 Riverside Plaza

Columbus, Ohio 43215

(614) 716-1648

(Name, address and telephone number, including

area code, of agent for service)

It is respectfully requested that the Commission send copies

of all notices, orders and communications to:

Dewey Ballantine LLP

1301 Avenue of the Americas

New York, NY 10019-6092

Attention: E. N. Ellis, IV

___________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of the Registration Statement.

___________________

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [x]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Senior Notes		100%
Junior Subordinated Debentures		100%
Total	$660,000,000		$660,000,000	$20,262

(1)	Estimated solely for purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act, and exclusive of any accrued interest, if any.

(2)	The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The within prospectus contains the information required by Rule 429 of the Commission under the Securities Act of 1933 with respect to $90,000,000 of Senior Notes and Junior Subordinated Debentures of the registrant remaining unsold under Registration Statement No. 333-108045, declared effective August 25, 2003.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST ___, 2007

PROSPECTUS

SOUTHWESTERN ELECTRIC POWER COMPANY

1 RIVERSIDE PLAZA

COLUMBUS, OHIO 43215

(614) 716-1000

$750,000,000

SENIOR NOTES

JUNIOR SUBORDINATED DEBENTURES

TERMS OF SALE

This prospectus contains summaries of the general terms of the securities. You will find the specific terms of these securities, and the manner in which they are being offered, in supplements to this prospectus. You should read this prospectus and the available prospectus supplement carefully before you invest.

INVESTING IN THESE SECURITIES INVOLVES RISKS. SEE THE SECTION ENTITLED “RISK FACTORS” ON PAGE 2 FOR MORE INFORMATION.

The securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor have these organizations determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ________ ___, 2007.

THE COMPANY

We generate, sell, purchase, transmit and distribute electric power. We serve approximately 456,000 retail customers in northeastern Texas, northwestern Louisiana and western Arkansas. We also sell and transmit power at wholesale to other electric utilities, municipalities, electric cooperatives and non-utility entities engaged in the wholesale power market. Our principal executive offices are located at 1 Riverside Plaza, Columbus, Ohio 43215 (telephone number 614-716-1000). We are a subsidiary of American Electric Power Company, Inc., a public utility holding company, and we are a part of the American Electric Power integrated utility system. The executive offices of American Electric Power Company, Inc. are located at 1 Riverside Plaza, Columbus, Ohio 43215 (telephone number 614-716-1000).

PROSPECTUS SUPPLEMENTS

We may provide information to you about the securities in up to three separate documents that progressively provide more detail: (a) this prospectus provides general information some of which may not apply to your securities; (b) the accompanying prospectus supplement provides more specific terms of your securities; and (c) if not included in the accompanying prospectus supplement, a pricing supplement will provide the final terms of your securities. It is important for you to consider the information contained in this prospectus, the prospectus supplement and any pricing supplement in making your investment decision.

RISK FACTORS

Investing in our securities involves risk. Please see the risk factors described in our most recent Annual Report on Form 10-K and all subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference in this prospectus. The risks and uncertainties described are those presently known to us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations, our financial results and the value of our securities.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission (“SEC”). We also file annual, quarterly and special reports and other information with the SEC. You may read and copy any document we file at the SEC’s Public Reference Room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You may also examine our SEC filings through the SEC’s web site at http://www.sec.gov.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (including any documents filed after the date of the initial registration statement and prior to its effectiveness) until we sell all the notes.

·	Annual Report on Form 10-K for the year ended December 31, 2006;

·	Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007; and

·	Current Report on Form 8-K filed January 12, 2007.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:

Ms. R. Buonavolonte

American Electric Power Service Corporation

1 Riverside Plaza

Columbus, Ohio 43215

614-716-1000

You should rely only on the information incorporated by reference or provided in this prospectus or any supplement and in any written communication from us or any underwriter specifying the final terms of the particular offering. We have not authorized anyone else to provide you with different information. We are not making an offer of these notes in any state where the offer is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents.

RATIO OF EARNINGS TO FIXED CHARGES

The Ratio of Earnings to Fixed Charges for each of the periods indicated is as follows:

Twelve Months Period Ended	Ratio

December 31, 2002	2.95
December 31, 2003	3.12
December 31, 2004	3.19
December 31, 2005	3.04
December 31, 2006	3.18
June 30, 2007	2.16

The Ratio of Earnings to Fixed Charges for the six months ended June 30, 2007 was 1.35. For current information on the Ratio of Earnings to Fixed Charges, please see our most recent Form 10-K and 10-Q. See Where You Can Find More Information on page 2.

USE OF PROCEEDS

Unless otherwise stated in a prospectus supplement, the net proceeds from the sale of the securities will be used for funding our construction program and for other general corporate purposes relating to our utility business. These purposes may include redeeming or repurchasing outstanding debt (including the repayment of advances from affiliates) or preferred stock and replenishing working capital. If we do not use the net proceeds immediately, we will temporarily invest them in short-term, interest-bearing obligations. We estimate that our construction costs in 2007 will approximate $537 million. At August 14, 2007, we had $74,000,000 in advances from affiliates outstanding.

DESCRIPTION OF THE SENIOR NOTES

General

We will issue the Senior Notes under the Indenture dated February 25, 2000 (as previously supplemented and amended) between us and the Trustee, The Bank of New York. This prospectus briefly outlines some provisions of the Indenture. If you would like more information on these provisions, you should review the Indenture and any supplemental indentures that we have filed or will file with the SEC. See Where You Can Find More Information on how to locate these documents. You may also review these documents at the Trustee's offices at 101 Barclay Street, New York, New York.

The Indenture does not limit the amount of Senior Notes that may be issued. The Indenture permits us to issue Senior Notes in one or more series or tranches upon the approval of our board of directors and as described in one or more company orders or supplemental indentures. Each series of Senior Notes may differ as to their terms. The Indenture also gives us the ability to reopen a previous issue of a series of Senior Notes and issue additional Senior Notes of such series.

The Senior Notes are unsecured and will rank equally with all our unsecured unsubordinated debt. For current information on our debt outstanding see our most recent Form 10-K and Form 10-Q. See Where You Can Find More Information .

The Senior Notes will be denominated in U.S. dollars and we will pay principal and interest in U.S. dollars. Unless an applicable pricing or prospectus supplement states otherwise, the Senior Notes will not be subject to any conversion, amortization, or sinking fund. We expect that the Senior Notes will be “book-entry,” represented by a permanent global note registered in the name of The Depository Trust Company, or its nominee. We reserve the right, however, to issue Senior Note certificates registered in the name of the noteholders.

In the discussion that follows, whenever we talk about paying principal on the Senior Notes, we mean at maturity or redemption. Also, in discussing the time for notices and how the different interest rates are calculated, all times are New York City time and all references to New York mean the City of New York, unless otherwise noted.

The following terms may apply to each Senior Note as specified in the applicable pricing or prospectus supplement and the Senior Note. If we decide to list upon issuance any Senior Note or Senior Notes on a securities exchange, a prospectus supplement or pricing supplement will identify the exchange and state when we expect trading could begin.

	-	Mature 9 months to 50 years
	-	Fixed or floating interest rate
	-	Remarketing features
	-	Certificate or book-entry form
	-	Subject to redemption
	-	Not convertible, amortized or subject to a sinking fund
	-	Interest paid on fixed rate Senior Notes quarterly or semi-annually
	-	Interest paid on floating rate Senior Notes monthly, quarterly, semi-annually, or annually
	-	Issued in multiples of a minimum denomination

Redemptions

If we issue redeemable Senior Notes, we may redeem such Senior Notes at our option unless an applicable pricing or prospectus supplement states otherwise. The pricing or prospectus supplement will state the terms of redemption. We may redeem Senior Notes in whole or in part by delivering written notice to the noteholders no more than 60, and not less than 30, days prior to redemption. If we do not redeem all the Senior Notes of a series at one time, the Trustee selects the Senior Notes to be redeemed in a manner it determines to be fair.

Remarketed Senior Notes

If we issue Senior Notes with remarketing features, an applicable pricing or prospectus supplement will describe the terms for the Senior Notes including: interest rate, remarketing provisions, our right to redeem Senior Notes, the holders’ right to tender Senior Notes, and any other provisions.

Note Certificates-Registration, Transfer, and Payment of Interest and Principal

If we issue Senior Note certificates, they will be registered in the name of the noteholder. The Senior Notes may be transferred or exchanged, pursuant to administrative procedures in the Indenture, without the payment of any service charge (other than any tax or other governmental charge) by contacting the paying agent. Payments on Senior Note certificates will be made by check.

Interest Rate

The interest rate on the Senior Notes will either be fixed or floating. The interest paid will include interest accrued to, but excluding, the date of maturity or redemption. Interest is generally payable to the person in whose name the Senior Note is registered at the close of business on the record date before each interest payment date. Interest payable at maturity or redemption, however, will be payable to the person to whom principal is payable.

Unless an applicable pricing or prospectus supplement states otherwise, if we issue a Senior Note after a record date but on or prior to the related interest payment date, we will pay the first interest payment on the interest payment date after the next record date. We will pay interest payments by check or wire transfer, at our option.

Fixed Rate Notes

A pricing or prospectus supplement will designate the record dates, payment dates and the fixed rate of interest payable on a Senior Note. We will pay interest monthly, quarterly or semi-annually, and upon maturity or redemption. Unless an applicable pricing or prospectus supplement states otherwise, if any payment date falls on a day that is not a business day, we will pay interest on the next business day and no additional interest will be paid. Interest payments will be the amount of interest accrued to, but excluding, each payment date. Interest will be computed using a 360-day year of twelve 30-day months.

Floating Rate Notes

Each floating rate Senior Note will have an interest rate formula. The applicable pricing supplement will state the initial interest rate or interest rate formula on each Senior Note effective until the first interest reset date. The applicable pricing or prospectus supplement will state the method and dates on which the interest rate will be determined, reset and paid.

Events of Default

"Event of Default" means any of the following:

failure to pay the principal of (or premium, if any, on) any Senior Note of a series for three days after payment is due;

-	failure to pay any interest on any Senior Note of any series for 30 days after payment is due;

-	failure to perform any other requirements in such Senior Notes, or in the Indenture in regard to such Senior Notes, for 90 days after notice;

failure to pay any sinking fund installment for three days after payment is due;

-	certain events of bankruptcy or insolvency; or

-	any other event of default specified in a series of Senior Notes.

An Event of Default for a particular series of Senior Notes does not necessarily mean that an Event of Default has occurred for any other series of Senior Notes issued under the Indenture. If an Event of Default occurs and continues, the Trustee or the holders of at least 33% of the principal amount of the Senior Notes of the series affected may require us to repay the entire principal of the Senior Notes of such series within ten days after the date of such notice ("Repayment Acceleration"). In most instances, the holders of at least a majority in aggregate principal amount of the Senior Notes of the affected series may rescind a previously triggered Repayment Acceleration if we have first cured our default by depositing with the Trustee enough money to pay all (unaccelerated) past due amounts and penalties, if any.

The Trustee must within 90 days after a default occurs, notify the holders of the Senior Notes of the series of default unless such default has been cured or waived. We are required to file an annual certificate with the Trustee, signed by an officer, concerning any default by us under any provisions of the Indenture.

Subject to the provisions of the Indenture relating to its duties in case of default, the Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any holders unless such holders offer the Trustee reasonable indemnity. Subject to the provisions for indemnification, the holders of a majority in principal amount of the Senior Notes of any series may direct the time, method and place of conducting any proceedings for any remedy available to, or exercising any trust or power conferred on, the Trustee with respect to such Senior Notes.

Modification of Indenture

Under the Indenture, our rights and obligations and the rights of the holders of any Senior Notes may be changed. Any change affecting the rights of the holders of any series of Senior Notes requires the consent of the holders of not less than a majority in aggregate principal amount of the outstanding Senior Notes of all series affected by the change, voting as one class. However, we cannot change the terms of payment of principal or interest, or a reduction in the percentage required for changes or a waiver of default, unless the holder consents. We may issue additional series of Senior Notes and take other action that does not affect the rights of holders of any series by executing supplemental indentures without the consent of any noteholders.

Consolidation, Merger or Sale

We may merge or consolidate with any entity or sell substantially all of our assets as an entirety as long as the successor or purchaser expressly assumes the payment of principal, and premium, if any, and interest on the Senior Notes.

Legal Defeasance

We will be discharged from our obligations on the Senior Notes of any series on the 91 ^st day after the date of the deposit referred to in the first item below if, among other things:

we deposit with the Trustee sufficient cash or government securities to pay (i) the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of the Senior Note of the series and (ii) any applicable mandatory sinking fund payments on the day such payments are due;

-	we deliver to the Trustee an opinion of counsel to the effect that such provision would not cause any outstanding Senior Notes then listed on a national security exchange to be delisted; and

-	we deliver to the Trustee an opinion of counsel stating that the federal income tax obligations of noteholders of that series will not change as a result of our performing the action described above.

If this happens, the noteholders of the series will not be entitled to the benefits of the Indenture except for registration of transfer and exchange of Senior Notes and replacement of lost, stolen or mutilated Senior Notes.

Covenant Defeasance

We will be discharged from our obligations under any restrictive covenant applicable to the Senior Notes of a particular series if we perform both actions described above. See Legal Defeasance . If this happens, any later breach of that particular restrictive covenant will not result in Repayment Acceleration. If we cause an Event of Default apart from breaching that restrictive covenant, there may not be sufficient money or government obligations on deposit with the Trustee to pay all amounts due on the Senior Notes of that series. In that instance, we would remain liable for such amounts.

Governing Law

The Indenture and Senior Notes of all series will be governed by the laws of the State of New York.

Concerning the Trustee

We and our affiliates use or will use some of the banking services of the Trustee and other services of its affiliates in the normal course of business.

DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES

General

We will issue the Junior Subordinated Debentures under the Indenture dated September 1, 2003 (as previously supplemented and amended) between us and the Subordinated Indenture Trustee, The Bank of New York. This prospectus briefly outlines some provisions of the Subordinated Indenture. If you would like more information on these provisions, you should review the Subordinated Indenture and any supplemental indentures or company orders that we will file with the SEC. See Where You Can Find More Information on how to locate these documents.

The Junior Subordinated Debentures are unsecured obligations and are junior in right of payment to “Senior Indebtedness”. You may find a description of the subordination provisions of the Junior Subordinated Debentures, including a description of Senior Indebtedness under Subordination .

The Subordinated Indenture does not limit the amount of Junior Subordinated Debentures that we may issue under it. We may issue Junior Subordinated Debentures from time to time under the Subordinated Indenture in one or more series by entering into supplemental indentures or by our Board of Directors or a duly authorized committee authorizing the issuance. The Subordinated Indenture also gives us the ability to reopen a previous issue of a series of Junior Subordinated Debentures and issue additional Junior Subordinated Debentures of such series.

A prospectus supplement will include the final terms for each Junior Subordinated Debenture. If we decide to list upon issuance any Junior Subordinated Debenture or Junior Subordinated Debentures on a securities exchange, a prospectus supplement or pricing supplement will identify the exchange and state when we expect trading could begin. The following terms of the Junior Subordinated Debentures that we may sell at one or more times will be established in a prospectus supplement:

- Maturity

- Fixed or floating interest rate

- Remarketing features

- Certificate or book-entry form

- Redemption

- Not convertible, amortized or subject to a sinking fund

Interest paid on fixed rate Junior Subordinated Debentures quarterly or semi-annually

Interest paid on floating rate Junior Subordinated Debentures monthly, quarterly, semi-annually, or annually

- Issued in multiples of a minimum denomination

- Ability to defer interest payments

- Any other terms not inconsistent with the Subordinated Indenture

- Issued with Original Issue Discount

The interest rate and interest and other payment dates of each series of Junior Subordinated Debentures issued to a trust will correspond to the rate at which distributions will be paid and the distribution and other payment dates of the Trust Preferred Securities.

The Subordinated Indenture does not protect the holders of Junior Subordinated Debentures if we engage in a highly leveraged transaction.

Redemption

Provisions relating to the redemption of Junior Subordinated Debentures will be set forth in the applicable prospectus supplement. Unless we state otherwise in the applicable prospectus supplement, we may redeem Junior Subordinated Debentures only upon notice mailed at least 30 but not more than 60 days before the date fixed for redemption. If we do not redeem all the Junior Subordinated Debentures of a series at one time, the Subordinated Indenture Trustee selects those to be redeemed in a manner it determines to be fair.

Remarketed Junior Subordinated Debentures

If we issue Junior Subordinated Debentures with remarketing features, an applicable pricing or prospectus supplement will describe the terms for the Junior Subordinated Debentures including: interest rate, remarketing provisions, our right to purchase or redeem Junior Subordinated Debentures, the holders’ right to tender Junior Subordinated Debentures, and any other provisions.

Junior Subordinated Debenture Certificates-Registration, Transfer, and Payment of Interest and Principal

Unless otherwise indicated in the applicable prospectus supplement, each series of Junior Subordinated Debentures issued to the public initially will be in the form of one or more global Junior Subordinated Debentures, in registered form, without coupons, as described under Book-Entry System . However, if we issue Junior Subordinated Debenture certificates, they will be registered in the name of the Junior Subordinated Debentureholder. The Junior Subordinated Debentures may be transferred or exchanged, pursuant to administrative procedures in the Subordinated Indenture, without the payment of any service charge (other than any tax or other governmental charge) by contacting the paying agent. Payments to public holders of Junior Subordinated Debenture certificates will be made by check.

Original Issue Discount

We may issue the Junior Subordinated Debentures at an original issue discount, bearing no interest or bearing interest at a rate that, at the time of issuance, is below market rate, to be sold at a substantial discount below their stated principal amount. Generally speaking, if the Junior Subordinated Debentures are issued at an original issue discount and there is an event of default or acceleration of their maturity, holders will receive an amount less than their principal amount. Tax and other special considerations applicable to original issue discount debt will be described in the prospectus supplement in which we offer those Junior Subordinated Debentures.

Interest Rate

The interest rate on the Junior Subordinated Debentures will either be fixed or floating. The interest paid will include interest accrued to, but excluding, the date of maturity or redemption. Interest is generally payable to the person in whose name the Junior Subordinated Debenture is registered at the close of business on the record date before each interest payment date. Interest payable at maturity or redemption, however, will be payable to the person to whom principal is payable.

If we issue a Junior Subordinated Debenture after a record date but on or prior to the related interest payment date, we will pay the first interest payment on the interest payment date after the next record date. We will pay interest payments by check or wire transfer, at our option.

For a discussion of our ability to defer interest payments on the Junior Subordinated Debentures, see Description of Trust Preferred Securities–Option to Extend Interest Payment Period .

Fixed Rate Junior Subordinated Debentures

A pricing or prospectus supplement will designate the record dates, payment dates, our ability to defer interest payments and the fixed rate of interest payable on a Junior Subordinated Debenture. We will pay interest quarterly or semi-annually, and upon maturity or redemption. Unless an applicable pricing or prospectus supplement states otherwise, if any payment date falls on a day that is not a business day, we will pay interest on the next business day and no additional interest will be paid. Interest payments will be the amount of interest accrued to, but excluding, each payment date. Interest will be computed using a 360-day year of twelve 30-day months.

Floating Rate Junior Subordinated Debentures

Each floating rate Junior Subordinated Debenture will have an interest rate formula. The applicable prospectus supplement or pricing supplement will state the initial interest rate or interest rate formula on each Junior Subordinated Debenture effective until the first interest reset date. The applicable pricing or prospectus supplement will state the method and dates on which the interest rate will be determined, reset and paid.

Events of Default

The following are events of default under the Subordinated Indenture with respect to any series of Junior Subordinated Debentures, unless we state otherwise in the applicable prospectus supplement:

-	failure to pay for three business days the principal of (or premium, if any, on) any Junior Subordinated Debenture of a series when due and payable;

-	failure to pay for 30 days any interest on any Junior Subordinated Debenture of any series when due and payable;

-	failure to perform any other requirements in such Junior Subordinated Debentures, or in the Subordinated Indenture, for 90 days after notice;

-	certain events of our bankruptcy or insolvency; or

- any other event of default specified in a series of Junior Subordinated Debentures.

An event of default for a particular series of Junior Subordinated Debentures does not necessarily mean that an event of default has occurred for any other series of Junior Subordinated Debentures issued under the Subordinated Indenture. If an event of default occurs and continues, the Subordinated Indenture Trustee or the holders of at least 33% of the principal amount of the Junior Subordinated Debentures of the series affected may require us to repay the entire principal of the Junior Subordinated Debentures of such series immediately (“Repayment Acceleration”). In most instances, the holders of at least a majority in aggregate principal amount of the Junior Subordinated Debentures of the affected series may rescind a previously triggered Repayment Acceleration. However, if we cause an event of default because we have failed to pay (unaccelerated) principal, premium, if any, or interest, Repayment Acceleration may be rescinded only if we have first cured our default by depositing with the Subordinated Indenture Trustee enough money to pay all (unaccelerated) past due amounts and penalties, if any.

The Subordinated Indenture Trustee must within 90 days after a default occurs, notify the holders of the Junior Subordinated Debentures of the series of default unless such default has been cured or waived. We are required to file an annual certificate with the Subordinated Indenture Trustee, signed by an officer, concerning any default by us under any provisions of the Subordinated Indenture.

In the case of Junior Subordinated Debentures issued to a trust, a holder of Trust Preferred Securities may institute a legal proceeding directly against us without first instituting a legal proceeding against the Property Trustee of the trust by which those Trust Preferred Securities were issued or any other person or entity, for enforcement of payment to that holder of principal or interest on an equivalent amount of Junior Subordinated Debentures of the related series on or after the due dates specified in those Junior Subordinated Debentures.

Subject to the provisions of the Subordinated Indenture relating to its duties in case of default, the Subordinated Indenture Trustee shall be under no obligation to exercise any of its rights or powers under the Subordinated Indenture at the request, order or direction of any holders unless such holders offer the Subordinated Indenture Trustee reasonable indemnity. Subject to the provisions for indemnification, the holders of a majority in principal amount of the Junior Subordinated Debentures of any series may direct the time, method and place of conducting any proceedings for any remedy available to, or exercising any trust or power conferred on, the Subordinated Indenture Trustee with respect to such Junior Subordinated Debentures.

Modification of Subordinated Indenture

Under the Subordinated Indenture, our rights and obligations and the rights of the holders of any Junior Subordinated Debentures may be changed. Any change affecting the rights of the holders of any series of Junior Subordinated Debentures requires the consent of the holders of not less than a majority in aggregate principal amount of the outstanding Junior Subordinated Debentures of all series affected by the change, voting as one class. However, we cannot change the terms of payment of principal or interest, or a reduction in the percentage required for changes or a waiver of default, unless the holder consents. We may issue additional series of Junior Subordinated Debentures and take other action that does not affect the rights of holders of any series by executing supplemental indentures without the consent of any debentureholders.

Consolidation, Merger or Sale

We may merge or consolidate with any entity or sell substantially all of our assets as an entirety as long as the successor or purchaser expressly assumes the payment of principal, premium, if any, and interest on the Junior Subordinated Debentures.

Legal Defeasance

We will be discharged from our obligations on the Junior Subordinated Debentures of any series at any time if:

-	we deposit with the Trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of the Junior Subordinated Debenture of the series, and

-	we deliver to the Trustee an opinion of counsel stating that the federal income tax obligations of debentureholders of that series will not change as a result of our performing the action described above.

If this happens, the debentureholders of the series will not be entitled to the benefits of the Subordinated Indenture except for registration of transfer and exchange of Junior Subordinated Debentures and replacement of lost, stolen or mutilated Junior Subordinated Debentures.

Covenant Defeasance

We will be discharged from our obligations under any restrictive covenant applicable to the Junior Subordinated Debentures of a particular series if we perform both actions described above. See Legal Defeasance . If this happens, any later breach of that particular restrictive covenant will not result in Repayment Acceleration. If we cause an event of default apart from breaching that restrictive covenant, there may not be sufficient money or government obligations on deposit with the Subordinated Indenture Trustee to pay all amounts due on the Junior Subordinated Debentures of that series. In that instance, we would remain liable for such amounts.

Junior Subordinated Debentures issued to a trust will not be subject to covenant defeasance.

Subordination

Each series of Junior Subordinated Debentures will be subordinate and junior in right of payment, to the extent set forth in the Subordinated Indenture, to all Senior Indebtedness as defined below. If:

-	we make a payment or distribution of any of our assets to creditors upon our dissolution, winding-up, liquidation or reorganization, whether in bankruptcy, insolvency or otherwise;

-	a default beyond any grace period has occurred and is continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness; or

the maturity of any Senior Indebtedness has been accelerated because of a default on that Senior Indebtedness,

then the holders of Senior Indebtedness generally will have the right to receive payment, in the case of the first instance, of all amounts due or to become due upon that Senior Indebtedness, and, in the case of the second and third instances, of all amounts due on that Senior Indebtedness, or we will make provision for those payments, before the holders of any Junior Subordinated Debentures have the right to receive any payments of principal or interest on their Junior Subordinated Debentures.

“Senior Indebtedness” means, with respect to any series of Junior Subordinated Debentures, the principal, premium, interest and any other payment in respect of any of the following:

-	all of our indebtedness that is evidenced by notes, debentures, bonds or other securities we sell for money or other obligations for money borrowed, other than outstanding junior subordinated debentures issued pursuant to the Indenture dated as of September 1, 2003;

-	all indebtedness of others of the kinds described in the preceding category which we have assumed or guaranteed or which we have in effect guaranteed through an agreement to purchase, contingent or otherwise; and

all renewals, extensions or refundings of indebtedness of the kinds described in either of the preceding two categories.

Any such indebtedness, renewal, extension or refunding, however, will not be Senior Indebtedness if the instrument creating or evidencing it or the assumption or Guarantee of it provides that it is not superior in right of payment to or is equal in right of payment with those Junior Subordinated Debentures. Senior Indebtedness will be entitled to the benefits of the subordination provisions in the Subordinated Indenture irrespective of the amendment, modification or waiver of any term of the Senior Indebtedness.

The Subordinated Indenture does not limit the amount of Senior Indebtedness that we may issue. As of June 30, 2007, our Senior Indebtedness (which includes our first mortgage bonds) totaled approximately $856 million.

Governing Law

The Subordinated Indenture and Junior Subordinated Debentures of all series will be governed by the laws of the State of New York.

Concerning the Trustee

We and our affiliates use or will use some of the banking services of the Subordinated Indenture Trustee in the normal course of business. The Subordinated Trustee is also the Trustee under the Indenture relating to the Senior Notes.

BOOK-ENTRY SECURITIES – REGISTRATION,

TRANSFER, AND PAYMENT OF INTEREST AND PRINCIPAL

Unless otherwise stated in a prospectus supplement, the Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the securities. The securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered security certificate will be issued for each issue of the securities, each in the aggregate principal amount of such issue, and will be deposited with DTC.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, FICC and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”, and together with Direct Participants, “Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to DTC and its Participants are on file with the SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org .

Purchases of securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the securities on DTC’s records. The ownership interest of each actual purchaser of each security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the securities are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in securities, except in the event that use of the book-entry system for the securities is discontinued.

To facilitate subsequent transfers, all securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the securities, such as redemptions, tenders, defaults and proposed amendments to the securities documents. For example, Beneficial Owners of securities may wish to ascertain that the nominee holding the securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices by provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the securities are being redeemed, DTC’s current practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the securities unless authorized by a Direct Participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us or the Trustee on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name”, and will be the responsibility of such Participant and not of DTC, the Trustee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is our or the Trustee’s responsibility, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

A Beneficial Owner shall give notice to elect to have its securities purchased or tendered, through its Participant, to the Tender/Remarketing Agent, and shall effect delivery of such securities by causing the Direct Participant to transfer the Participant’s interest in the securities, on DTC’s records, to the Tender/Remarketing Agent. The requirement for physical delivery of the securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the securities are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered securities to the Tender/Remarketing Agent’s DTC account.

DTC may discontinue providing its services as depository with respect to the securities at any time by giving reasonable notice to us. Under such circumstances, in the event that a successor depository is not obtained, security certificates are required to be printed and delivered.

We may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, security certificates will be printed and delivered.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

PLAN OF DISTRIBUTION

We may sell the securities (a) through agents; (b) through underwriters or dealers; or (c) directly to one or more purchasers.

By Agents

Securities may be sold on a continuing basis through agents designated by us. The agents will agree to use their reasonable efforts to solicit purchases for the period of their appointment.

The Agents will not be obligated to make a market in the securities. We cannot predict the amount of trading or liquidity of the securities.

By Underwriters

If underwriters are used in the sale, the underwriters will acquire the securities for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters will be obligated to purchase all the securities of the series offered if any of the securities are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

Direct Sales

We may also sell securities directly. In this case, no underwriters or agents would be involved.

General Information

Underwriters, dealers, and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act of 1933 (the “Act”), and any discounts or commissions received by them from us and any profit on the resale of the securities by them may be treated as underwriting discounts and commissions under the Act.

We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Act or to contribute to payments that each underwriter, dealer or agent may be required to make in respect thereto.

Underwriters, dealers and agents and their respective affiliates may engage in transactions with, or perform services for, us or our affiliates in the ordinary course of their businesses.

LEGAL OPINIONS

Jeffrey D. Cross or Thomas G. Berkemeyer, Deputy General Counsel and Associate General Counsel, respectively, of American Electric Power Service Corporation, our service company affiliate, will issue an opinion about the legality of the securities for us. Dewey Ballantine LLP, New York, NY will issue an opinion for the agents or underwriters. From time to time, Dewey Ballantine LLP acts as counsel to our affiliates for some matters.

EXPERTS

The consolidated financial statements and the related consolidated financial statement schedule incorporated by reference in this prospectus from the Southwestern Electric Power Company Consolidated Annual Report on Form 10-K for the year ended December 31, 2006 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports (which reports express an unqualified opinion and, as to the report related to the consolidated financial statements, includes an explanatory paragraph concerning the adoption of new accounting pronouncements in 2004 and 2006), which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.

Other Expenses of Issuance and Distribution.*

Estimation based upon the issuance of all of the securities in four issuances:

Securities and Exchange Commission Filing Fees	$	20,262
Printing Registration Statement, Prospectus, etc		30,000
Independent Registered Public Accounting Firm		60,000
Charges of Trustee (including counsel fees)		20,000
Legal fees		80,000
Rating Agency fees		280,000
Miscellaneous expenses		25,000
Total	$	515,262

* Estimated, except for filing fees.

Item 15.

Indemnification of Directors and Officers.

The Bylaws of the Company provide that the Company shall indemnify each person who is, was or has agreed to become a director or officer of the Company, or who has agreed to serve as a director, officer, employee or agent of the Company (or any other person or entity) at the request of the Board of Directors against all loss, liability and expenses to the fullest extent permitted by the General Corporation Law of Delaware. Notwithstanding the foregoing, 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 no indemnification for employees or agents shall be made without the express authorization of the Board of Directors.

Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, for criminal proceedings, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may indemnify officers and directors and in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.

The above is a general summary of certain provisions of the Company's Bylaws and the Delaware General Corporation Law and is subject in all respects to the specific and detailed provisions of the Company's Bylaws and the Delaware General Corporation Law.

Reference is made to the Underwriting Agreement filed as Exhibit 1(a) hereto which provides for indemnification of the Company, certain of its directors and officers, and persons who control the Company, under certain circumstances.

The Company maintains insurance policies insuring its directors and officers against certain obligations that may be incurred by them.

Item 16

Exhibits.

Reference is made to the information contained in the Exhibit Index filed as part of this Registration Statement.

Item 17

Undertakings

(a)	The undersigned registrant hereby undertakes:

	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

		(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

		(ii)	to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

		(iii)	to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

		provided, however , that (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3)	To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

		(i)	Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

		(ii)	Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

	(5)	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

		(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

		(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

		(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

		(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable cause to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus and State of Ohio, on the 23rd day of August, 2007.

	SOUTHWESTERN ELECTRIC POWER COMPANY

	Michael G. Morris*
	Chairman of the Board
	and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

(i) Principal Executive Officer:
Michael G. Morris *	Chairman of the Board and Chief Executive Officer	August 23, 2007

(ii) Principal Financial Officer:

/s/ Holly Keller Koeppel	Vice President	August 23, 2007
Holly Keller Koeppel	and Chief Financial Officer

(iii) Principal Accounting Officer:

/s/ Joseph M. Buonaiuto	Controller and Chief Accounting Officer	August 23, 2007
Joseph M. Buonaiuto

(iv) A Majority of the Directors:

Michael G. Morris*
Nicholas K. Akins
Carl L. English*
Thomas M. Hagan
John B. Keane*
Holly K. Koeppel*
Stephen P. Smith*
Susan Tomasky*
Dennis E. Welch*
* By /s/ Stephan T. Haynes		August 23, 2007
(Stephan T. Haynes, Attorney-in-Fact)

EXHIBIT INDEX

Certain of the following exhibits, designated with an asterisk(*), have heretofore been filed with the Commission and, pursuant to 17 C.F.R. Sections 201.24 and 230.411, are incorporated herein by reference to the documents indicated following the descriptions of such exhibits.

Exhibit No.	Description

1(a)	Copy of proposed form of Underwriting Agreement for the securities.

*4(a)	Indenture (for unsecured debt securities), dated as of February 25, 2000, between the Company and The Bank of New York, as Trustee [Registration Statement No. 333-87834, Exhibits 4(a) and 4(b); Registration Statement No. 333-100632, Exhibit 4(b); Registration Statement No. 333-108045, Exhibit 4(b)]

4(b)	Company-obligated, mandatorily redeemable preferred securities of subsidiary trust holding solely Junior Subordinated Debentures of the Company 1) Subordinated Indenture, dated as of September 1, 2003, between the Company and the Bank of New York, as Trustee. 2) Amended and Restated Trust Agreement of the Company, as Depositor, the Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the Administrative Trustees. 3) Guarantee Agreement, dated as of September 1, 2003, delivered by the Company for the benefit of the holders of SWEPCo Capital Trust I’s Preferred Securities. 4) First Supplemental Indenture dated as of October 1, 2003, providing for the issuance of Series B Junior Subordinated Debentures between the Company, as Issuer and the Bank of New York, as Trustee 5) Agreement as to Expenses and Liabilities, dated as of October 1, 2003 between the Company and SWEPCo Capital Trust I (included in Item (4) above as Ex 4(f)(i)(A).

4(c)	Company Order and Officers' Certificate to The Bank of New York, dated June 28, 2005, establishing certain terms of the 4.90% Senior Notes, Series D, due 2015 .

4(d)	Company Order and Officers' Certificate to The Bank of New York, dated January 11, 2007, establishing certain terms of the 5.55% Senior Notes, Series E due 2017 .

4(e)	Copy of proposed form of Company Order for the Senior Notes.

4(f)	Copy of Proposed form of Supplemental Indenture for the Junior Subordinated Debentures

5	Opinion of Thomas G. Berkemeyer, Esq. regarding the validity of the securities.

*12	Statement re Computations of Ratios [Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2007, File No. 1-3146, Exhibit 12].

23(a)	Consent of Deloitte & Touche LLP.

23(b)	Consent of Thomas G. Berkemeyer, Esq. (included in Exhibit 5).

24	Powers of Attorney and resolutions of the Board of Directors of the Company.

25(a)	Form T-1 re eligibility of The Bank of New York to act as Trustee under the Indenture for the Senior Notes.

25(b)	Form T-1 re eligibility of The Bank of New York to act as Subordinated Indenture Trustee under the Subordinated Indenture for the Junior Subordinated Debentures

ARTICLE ONE

Definitions And Other Provisions Of General Application
SECTION 101.	Definitions	1
SECTION 102.	Compliance Certificates and Opinions	9
SECTION 103.	Form of Documents Delivered to Trustee	9
SECTION 104.	Acts of Holders	10
SECTION 105.	Notices, Etc. to Trustee or Company	12
SECTION 106.	Notice to Holders of Securities; Waiver	13
SECTION 107.	Conflict with Trust Indenture Act	13
SECTION 108.	Effect of Headings	13
SECTION 109.	Successors and Assigns	13
SECTION 110.	Separability Clause	14
SECTION 111.	Benefits of Indenture	14
SECTION 112.	Governing Law	14
SECTION 113.	Legal Holidays	14
ARTICLE TWO

Security Forms
SECTION 201.	Forms Generally	14
SECTION 202.	Form of Trustee’s Certificate of Authentication	15
ARTICLE THREE

The Securities
SECTION 301.	Amount Unlimited; Issuable in Series	15
SECTION 302.	Denominations	19
SECTION 303.	Execution, Authentication, Delivery and Dating	19
SECTION 304.	Temporary Securities	21
SECTION 305.	Registration, Registration of Transfer and Exchange	22
SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities	23
SECTION 307.	Payment of Interest; Interest Rights Preserved	24
SECTION 308.	Persons Deemed Owners	25
SECTION 309.	Cancellation	25
SECTION 310.	Computation of Interest	25
SECTION 311.	Payment to Be in Proper Currency	26
SECTION 312.	Extension of Interest Payment	26
ARTICLE FOUR

Redemption Of Securities
SECTION 401.	Applicability of Article	26
SECTION 402.	Election to Redeem; Notice to Trustee	26
SECTION 403.	Selection of Securities to Be Redeemed	27
SECTION 404.	Notice of Redemption	27
SECTION 405.	Securities Payable on Redemption Date	28
SECTION 406.	Securities Redeemed in Part	29
ARTICLE FIVE

Sinking Funds
SECTION 501.	Applicability of Article	29
SECTION 502.	Satisfaction of Sinking Fund Payments with Securities	29
SECTION 503.	Redemption of Securities for Sinking Fund	30
ARTICLE SIX

Covenants
SECTION 601.	Payment of Principal, Premium and Interest	30
SECTION 602.	Maintenance of Office or Agency	30
SECTION 603.	Money for Securities Payments to Be Held in Trust	31
SECTION 604.	Corporate Existence	32
SECTION 605.	Annual Officer’s Certificate	32
SECTION 606.	Waiver of Certain Covenants	33
SECTION 607.	Restriction on Payment of Dividends	33
SECTION 608.	Maintenance of Trust Existence	34
SECTION 609.	Rights of Holders of Preferred Securities	35
ARTICLE SEVEN

Satisfaction And Discharge
SECTION 701.	Satisfaction and Discharge of Securities	35
SECTION 702.	Satisfaction and Discharge of Indenture	37
SECTION 703.	Application of Trust Money	38
ARTICLE EIGHT

Events Of Default; Remedies
SECTION 801.	Events of Default	38
SECTION 802.	Acceleration of Maturity; Rescission and Annulment	40
SECTION 803.	Collection of Indebtedness and Suits for Enforcement by Trustee	41
SECTION 804.	Trustee May File Proofs of Claim	41
SECTION 805.	Trustee May Enforce Claims Without Possession of Securities	42
SECTION 806.	Application of Money Collected	42
SECTION 807.	Limitation on Suits	43
SECTION 808.	Unconditional Right of Holders to Receive Principal, Premium and Interest	43
SECTION 809.	Restoration of Rights and Remedies	44
SECTION 810.	Rights and Remedies Cumulative	44
SECTION 811.	Delay or Omission Not Waiver	44
SECTION 812.	Control by Holders of Securities	44
SECTION 813.	Waiver of Past Defaults	45
SECTION 814.	Undertaking for Costs	45
SECTION 815.	Waiver of Usury, Stay or Extension Laws	45
ARTICLE NINE

The Trustee
SECTION 901.	Certain Duties and Responsibilities	46
SECTION 902.	Notice of Defaults	47
SECTION 903.	Certain Rights of Trustee	47
SECTION 904.	Not Responsible for Recitals or Issuance of Securities	48
SECTION 905.	May Hold Securities	49
SECTION 906.	Money Held in Trust	49
SECTION 907.	Compensation and Reimbursement	49
SECTION 908.	Disqualification; Conflicting Interests	49
SECTION 909.	Corporate Trustee Required; Eligibility	50
SECTION 910.	Resignation and Removal; Appointment of Successor	50
SECTION 911.	Acceptance of Appointment by Successor	52
SECTION 912.	Merger, Conversion, Consolidation or Succession to Business	53
SECTION 913.	Preferential Collection of Claims Against Company	53
SECTION 914.	Appointment of Authenticating Agent	57
SECTION 915.	Co-trustee and Separate Trustees	59
ARTICLE TEN

Holders’ Lists And Reports By Trustee And Company
SECTION 1001.	Lists of Holders	60
SECTION 1002.	Reports by Trustee and Company	60
ARTICLE ELEVEN

Consolidation, Merger, Conveyance, Or Other Transfer
SECTION 1101.	Company May Consolidate, Etc., Only on Certain Terms	61
SECTION 1102.	Successor Person Substituted	61
SECTION 1103.	Limitation	61
ARTICLE TWELVE

Supplemental Indentures
SECTION 1201.	Supplemental Indentures Without Consent of Holders	62
SECTION 1202.	Supplemental Indentures With Consent of Holders	63
SECTION 1203.	Execution of Supplemental Indentures	65
SECTION 1204.	Effect of Supplemental Indentures	65
SECTION 1205.	Conformity With Trust Indenture Act	65
SECTION 1206.	Reference in Securities to Supplemental Indentures	65
SECTION 1207.	Modification Without Supplemental Indenture	66
ARTICLE THIRTEEN

Meetings Of Holders; Action Without Meeting
SECTION 1301.	Purposes for Which Meetings May Be Called	66
SECTION 1302.	Call, Notice and Place of Meetings	66
SECTION 1303.	Persons Entitled to Vote at Meetings	67
SECTION 1304.	Quorum; Action	67
SECTION 1305.	Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings	68
SECTION 1306.	Counting Votes and Recording Action of Meetings	69
SECTION 1307.	Action Without Meeting	69
ARTICLE FOURTEEN

Defeasance and Covenant Defeasance
SECTION 1401.	Company’s Option To Effect Defeasance Or Covenant Defeasance	69
SECTION 1402.	Defeasance And Discharge	70
SECTION 1403.	Covenant Defeasance	70
SECTION 1404.	Conditions To Defeasance Or Covenant Defeasance	71
SECTION 1405.	Deposited Money And U.S. Government Obligations To Be Held In Trust; Miscellaneous Provisions	73
ARTICLE FIFTEEN

Subordination Of Securities
SECTION 1501.	Securities Subordinate to Senior Indebtedness of the Company	73
SECTION 1502.	Payment Over of Proceeds of Securities	74
SECTION 1503.	Disputes with Holders of Certain Senior Indebtedness of the Company	75
SECTION 1504.	Subrogation	76
SECTION 1505.	Obligation of the Company Unconditional	76
SECTION 1506.	Priority of Senior Indebtedness of the Company Upon Maturity	77
SECTION 1507.	Trustee as Holder of Senior Indebtedness of the Company	77
SECTION 1508.	Notice to Trustee to Effectuate Subordination	77
SECTION 1509.	Modification, Extension, etc. of Senior Indebtedness of the Company	78
SECTION 1510.	Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness of the Company	78
SECTION 1511.	Paying Agents Other Than the Trustee	78
SECTION 1512.	Rights of Holders of Senior Indebtedness of the Company Not Impaired	78
SECTION 1513.	Effect of Subordination Provisions; Termination	79
ARTICLE SIXTEEN

Immunity Of Incorporators, Stockholders, Officers And Directors
SECTION 1601.	Liability Solely Corporate	79

Trust Indenture Act Section	Indenture Section
§310 (a)(1)	909
(a)(2)	909
(a)(3)	915
(a)(4)	Not Applicable
(b)	908 910
§311 (a)	913
(b)	913
(c)	Not Applicable
§312 (a)	1001
(b)	1001
(c)	1001
§313 (a)	1002
(b)(1)	Not Applicable
(b)(2)	1002
(c)	1002
(d)	1002
§314 (a)	1002
(a)(4)	605
(b)	Not Applicable
(c)(1)	102
(c)(2)	102
(c)(3)	Not Applicable
(d)	Not Applicable
(e)	102
§315 (a)	901(a)
(b)	902
(c)	901(b)
(d)	901(c)
(d)(1)	901(a)(1), 901(c)(1)
(d)(2)	901(c)(2)
(d)(3)	901(c)(3)
(e)	814
§316 (a)	812 813
(a)(1)(A)	802 812
(a)(1)(B)	813
(a)(2)	Not Applicable
(b)	808
§317 (a)(1)	803
(a)(2)	804
(b)	603
§318 (a)	107

	Table of Contents
			Page
ARTICLE I DEFINED TERMS			2
	SECTION 1.01.	Definitions	2
ARTICLE II Establishment of the Trust			11
	SECTION 2.01.	Name	11
	SECTION 2.02.	Offices of the Trustees; Principal Place of Business	11
	SECTION 2.03.	Initial Contribution of Trust Property; Organizational Expenses	12
	SECTION 2.04.	Issuance of the Preferred Securities	12
	SECTION 2.05.	Subscription and Purchase of Junior Subordinated Debentures; Issuance of the Common Securities	12
	SECTION 2.06.	Declaration of Trust	13
	SECTION 2.07.	Authorization to Enter into Certain Transactions	13
	SECTION 2.08.	Assets of Trust	18
	SECTION 2.09.	Title to Trust Property	18
	SECTION 2.10.	Mergers and Consolidations of the Trust	18
ARTICLE III PAYMENT ACCOUNT			19
	SECTION 3.01.	Payment Account	19
ARTICLE IV DISTRIBUTIONS; REDEMPTION			20
	SECTION 4.01.	Distributions	20
	SECTION 4.02.	Distribution Rate	21
	SECTION 4.03.	Distribution Periods	25
	SECTION 4.04.	Redemption	25
	SECTION 4.05.	Subordination of Common Securities and Distributions	27
	SECTION 4.06.	Payment Procedures	27
	SECTION 4.07.	Tax Returns and Reports	28
ARTICLE V TRUST SECURITIES CERTIFICATES			28
	SECTION 5.01.	Initial Ownership	28
	SECTION 5.02.	The Trust Securities Certificates	28
	SECTION 5.03.	Authentication of Trust Securities Certificates	28
	SECTION 5.04.	Registration of Transfer and Exchange of Preferred Securities Certificates	29
	SECTION 5.05.	Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates	29
	SECTION 5.06.	Persons Deemed Securityholders	30
	SECTION 5.07.	Access to List of Securityholders’ Names and Addresses	30
	SECTION 5.08.	Maintenance of Office or Agency	31
	SECTION 5.09.	Appointment of Paying Agent	31
	SECTION 5.10.	Ownership of Common Securities by Depositor	31
	SECTION 5.11.	Book-Entry Preferred Securities Certificates; Common Securities Certificate	32
	SECTION 5.12.	Notices to Clearing Agency	33
	SECTION 5.13.	Definitive Preferred Securities Certificates	33
	SECTION 5.14.	Rights of Securityholders	33
ARTICLE VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING			34
	SECTION 6.01.	Limitations on Voting Rights	34
	SECTION 6.02.	Notice of Meetings	37
	SECTION 6.03.	Meetings of Preferred Securityholders	37
	SECTION 6.04.	Voting Rights	38
	SECTION 6.05.	Proxies, etc.	38
	SECTION 6.06.	Securityholder Action by Written Consent	38
	SECTION 6.07.	Record Date for Voting and Other Purposes	38
	SECTION 6.08.	Acts of Securityholders	39
	SECTION 6.09.	Inspection of Records	40
ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE TRUSTEES			40
	SECTION 7.01.	Representations and Warranties of the Trustees	40
ARTICLE VIII THE TRUSTEES			41
	SECTION 8.01.	Certain Duties and Responsibilities	41
	SECTION 8.02.	Notice of Defaults	41
	SECTION 8.03.	Certain Rights of Property Trustee	42
	SECTION 8.04.	Not Responsible for Recitals or Issuance of Securities	43
	SECTION 8.05.	May Hold Securities	43
	SECTION 8.06.	Compensation; Fees; Indemnity	44
	SECTION 8.07.	Trustees Required; Eligibility	44
	SECTION 8.08.	Conflicting Interests	45
	SECTION 8.09.	Co-Trustees and Separate Trustee	45
	SECTION 8.10.	Resignation and Removal; Appointment of Successor	46
	SECTION 8.11.	Acceptance of Appointment by Successor	47
	SECTION 8.12.	Merger, Conversion, Consolidation or Succession to Business	48
	SECTION 8.13.	Preferential Collection of Claims Against Depositor or Trust	48
	SECTION 8.14.	Reports by Property Trustee	48
	SECTION 8.15.	Reports to the Property Trustee	49
	SECTION 8.16.	Evidence of Compliance with Conditions Precedent	49
	SECTION 8.17.	Number of Trustees	49
	SECTION 8.18.	Delegation of Power	50
	SECTION 8.19.	Enforcement of Rights of Property Trustee by Securityholders	50
	SECTION 8.20.	Delaware Trustee	51
ARTICLE IX TERMINATION AND LIQUIDATION			51
	SECTION 9.01.	Termination Upon Expiration Date	51
	SECTION 9.02.	Early Termination	51
	SECTION 9.03.	Termination	52
	SECTION 9.04.	Liquidation	52
	SECTION 9.05.	Bankruptcy	53
	SECTION 9.06.	Certificate of Cancellation	53
ARTICLE X REMARKETING PROCEDURES			54
	SECTION 10.01.	Election to Remarket	54
	SECTION 10.02.	Notice of Election	54
	SECTION 10.03.	Determination of Distribution Rate	55
ARTICLE XI MISCELLANEOUS PROVISIONS			56
	SECTION 11.01.	Guarantee by the Depositor	56
	SECTION 11.02.	Limitation of Rights of Securityholders	56
	SECTION 11.03.	Amendment	56
	SECTION 11.04.	Separability	56
	SECTION 11.05.	Governing Law	56
	SECTION 11.06.	Successors	56
	SECTION 11.07.	Headings	56
	SECTION 11.08.	Notice and Demand	56
	SECTION 11.09.	Agreement Not to Petition	56
	SECTION 11.10.	Conflict with Trust Indenture Act	56

Trust Indenture Act Section		Trust Agreement Section

Section 310(a)(1)		8.07
(a)(2)		8.07
(a)(3)		8.09
(a)(4)		Not Applicable
(b)		8.08
Section 311(a)		8.13
(b)		8.13
Section 312(a)		5.07
(b)		5.07
(c)		5.07
Section 313(a)		8.14(a)
(a)(4)		8.14(b)
(b)		8.14(b)
(c)		8.14(a)
(d)		8.14(a), 8.14(b)
Section 314(a)		8.15
(b)		Not Applicable
(c)(1)		8.15, 8.16
(c)(2)		8.16
(c)(3)		8.16
(d)		Not Applicable
(e)		8.16
Section 315(a)		8.01
(b)		8.02, 8.14(b)
(c)		8.01(a)
(d)		8.01, 8.03
(e)		Not Applicable
Section 316(a)		Not Applicable
(a)(1)(A)		8.19
(a)(1)(B)		8.19
(a)(2)		Not Applicable
(b)		Not Applicable
(c)		Not Applicable
Section 317(a)(1)		Not Applicable
(a)(2)		Not Applicable
(b)		5.09
Section 318(a)		11.10

Section of Trust Indenture Act		Section of
of 1939, as amended		Guarantee Agreement
310(a)		4.01(a)
310(b)		4.01(c), 2.08
310(c)		Inapplicable
311(a)		2.02(b)
311(b)		2.02(b)
311(c)		Inapplicable
312(a)		2.02(a)
312(b)		2.02(b)
313		2.03
314(a)		2.04
314(b)		Inapplicable
314(c)		2.05
314(d)		Inapplicable
314(e)		1.01, 2.05, 3.02
314(f)		2.01, 3.02
315(a)		3.01(d)
315(b)		2.07
315(c)		3.01
315(d)		3.01(d)
315(e)		Inapplicable
316(a)		5.04(i), 2.06
316(b)		5.03
316(c)		2.02
317(a)		Inapplicable
317(b)		Inapplicable
318(a)		2.01(b)
318(b)		2.01
318(c)		2.01(a)

		Page

ARTICLE I

DEFINITIONS
Section 1.01. Definitions		1
ARTICLE II

TRUST INDENTURE ACT
Section 2.01. Trust Indenture Act; Application		3
Section 2.02. Lists of Holders of Securities		4
Section 2.03. Reports by the Trustee		4
Section 2.04. Periodic Reports to Trustee		4
Section 2.05. Evidence of Compliance with Conditions Precedent		4
Section 2.06. Events of Default; Waiver		4
Section 2.07. Event of Default; Notice		5
Section 2.08. Conflicting Interests		5
ARTICLE III

POWERS, DUTIES AND RIGHTS OF TRUSTEE
Section 3.01. Powers and Duties of the Trustee		5
Section 3.02. Certain Rights of Trustee		6
Section 3.03. Compensation; Fees; Indemnity		8
ARTICLE IV

TRUSTEE
Section 4.01. Trustee; Eligibility		8
Section 4.02. Appointment, Removal and Resignation of Trustee		9
ARTICLE V

GUARANTEE
Section 5.01. Guarantee		10
Section 5.02. Waiver of Notice and Demand		10
Section 5.03. Obligations Not Affected		10
Section 5.04. Rights of Holders		11
Section 5.05. Guarantee of Payment		11
Section 5.06. Subrogation		11
Section 5.07. Independent Obligations		11
ARTICLE VI

SUBORDINATION
Section 6.01. Subordination		12
ARTICLE VII

TERMINATION
Section 7.01. Termination		12
ARTICLE VIII

MISCELLANEOUS
Section 8.01. Successors and Assigns		12
Section 8.02. Amendments		12
Section 8.03. Notices		12
Section 8.04. Benefit		13
Section 8.05. Interpretation		13
Section 8.06. Governing Law		14

		Page
ARTICLE 1

Series B Junior Subordinated Debentures
SECTION 101.	Establishment	2
SECTION 102.	Definitions	2
SECTION 103.	Payment of Principal and Interest	8
SECTION 104.	Deferral of Interest Payments	9
SECTION 105.	Denominations	11
SECTION 106.	Global Securities	11
SECTION 107.	Transfer	11
SECTION 108.	Redemption	12
ARTICLE 2

Interest Procedures
SECTION 201.	Interest Payments	12
SECTION 202.	Interest Rate	13
SECTION 203.	Interest Periods	17
ARTICLE 3

Remarketing Procedures
SECTION 301.	Election to Remarket	18
SECTION 302.	Notice of Election	18
SECTION 303.	Determination of Interest Rate	19
SECTION 304.	Remarketing Agent	20
ARTICLE 4

Miscellaneous Provisions
SECTION 401.	Recitals by Company	20
SECTION 402.	Ratification and Incorporation of Original Indenture	20
SECTION 403.	Trust Costs and Expenses	21
SECTION 404.	Executed in Counterparts	22

TEN COM - as tenants in Common	UNIF GIFT MIN ACT - ____ Custodian ____ (Cust) (Minor)
TEN ENT - as tenants by the Entireties	Under Uniform Gifts to Minors Act
JT TEN - as joints tenants with right of survivorship and not as tenants in common	_____________________ (State)

1.	the Company's [Senior Notes], Series __ (the "Notes") are hereby established. The Notes shall be in substantially the form attached hereto as Exhibit 1.

2.	the terms and characteristics of the Notes shall be as follows (the numbered clauses set forth below corresponding to the numbered subsections of Section 2.01 of the Indenture, with terms used and not defined herein having the meanings specified in the Indenture):

	(i)	the aggregate principal amount of Notes which may be authenticated and delivered under the Indenture initially shall be limited to $__________, except as contemplated in Section 2.01(i) of the Indenture;

	(ii)	the date on which the principal of the Notes shall be payable shall be __________ __, ____;

	(iii)	interest shall accrue from the date of authentication of the Notes; the Interest Payment Dates on which such interest will be payable shall be April 1 and October 1, and the Regular Record Date for the determination of holders to whom interest is payable on any such Interest Payment Date shall be the March 15 or September 15 preceding the relevant Interest Payment Date; provided that the first Interest Payment Date shall be April 1, 2005 and interest payable on the Stated Maturity Date or any Redemption Date shall be paid to the Person to whom principal shall be paid;

	(iv)	the interest rate at which the Notes shall bear interest shall be _____% per annum;

	(v)	the Notes shall be redeemable at the option of the Company, in whole at any time or in part from time to time, upon not less than 30 but not more than 60 days' previous notice given by mail to the registered owners of the Notes at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (excluding the portion of any such interest accrued to the date of redemption) discounted (for purposes of determining present value) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus __ basis points, plus accrued interest thereon to the date of redemption.

		"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

		"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

		"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company and reasonably acceptable to the Trustee.

		"Reference Treasury Dealer" means a primary U.S. government securities dealer in New York City selected by the Company and reasonably acceptable to the Trustee.

		"Reference Treasury Dealer Quotation" means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at or before 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

	(vi)	(a) the Notes shall be issued in the form of a Global Note; (b) the Depositary for such Global Note shall be The Depository Trust Company; and (c) the procedures with respect to transfer and exchange of Global Notes shall be as set forth in the form of Note attached hereto;

	(vii)	the title of the Notes shall be "[Senior Notes], Series __";

	(viii)	the form of the Notes shall be as set forth in Paragraph 1, above;

	(ix)	not applicable;

	(x)	the Notes shall not be subject to a Periodic Offering;

	(xi)	not applicable;

	(xii)	not applicable;

	(xiii)	not applicable;

	(xiv)	the Notes shall be issuable in denominations of $25 and any integral multiple thereof;

	(xv)	not applicable;

	(xvi)	the Notes shall not be issued as Discount Securities;

	(xvii)	not applicable;

	(xviii)	not applicable; and

	(xix)	So long as any of the Notes are outstanding, the Company will not create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any of its utility properties or tangible assets now owned or hereafter acquired to secure any indebtedness for borrowed money ("Secured Debt"), without providing that the Notes will be similarly secured. This restriction does not apply to the Company's subsidiaries, nor will it prevent any of them from creating or permitting to exist Liens on their property or assets to secure any Secured Debt. Further, this restriction on Secured Debt does not apply to the Company's existing first mortgage bonds that have previously been issued under its mortgage indenture or any indenture supplemental thereto; provided that this restriction will apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In addition, this restriction does not prevent the creation or existence of:

		(a)	Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto;

		(b)	Financing of the Company's accounts receivable for electric service;

		(c)	Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of liens permitted by the foregoing clauses; and

		(d)	The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses.

		In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.

		"Net Tangible Assets" means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company's balance sheet, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the Company's current liabilities appearing on such balance sheet. For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.

		This restriction also does not apply to or prevent the creation or existence of leases made, or existing on property acquired, in the ordinary course of business.

3.	You are hereby requested to authenticate $_____________ aggregate principal amount of _____% [Senior Notes], Series __, due 20__, executed by the Company and delivered to you concurrently with this Company Order and Officers' Certificate, in the manner provided by the Indenture.

4.	You are hereby requested to hold the Notes as custodian for DTC in accordance with the Blanket Issuer Letter of Representations dated ____________, from the Company to DTC.

5.	Concurrently with this Company Order and Officers' Certificate, an Opinion of Counsel under Sections 2.04 and 13.06 of the Indenture is being delivered to you.

6.	The undersigned _________________ and ____________________, the Assistant Treasurer and Assistant Secretary, respectively, of the Company do hereby certify that:

	(i)	we have read the relevant portions of the Indenture, including without limitation the conditions precedent provided for therein relating to the action proposed to be taken by the Trustee as requested in this Company Order and Officers' Certificate, and the definitions in the Indenture relating thereto;

	(ii)	we have read the Board Resolutions of the Company and the Opinion of Counsel referred to above;

	(iii)	we have conferred with other officers of the Company, have examined such records of the Company and have made such other investigation as we deemed relevant for purposes of this certificate;

	(iv)	in our opinion, we have made such examination or investigation as is necessary to enable us to express an informed opinion as to whether or not such conditions have been complied with; and

	(v)	on the basis of the foregoing, we are of the opinion that all conditions precedent provided for in the Indenture relating to the action proposed to be taken by the Trustee as requested herein have been complied with

CUSIP:			Original Issue Date:

Stated Maturity:			Interest Rate:

Principal Amount:

Redeemable:	Yes	No
In Whole	Yes	No
In Part	Yes	No

	SOUTHWESTERN ELECTRIC POWER COMPANY

	By:
		Assistant Treasurer
Attest:

By:
Assistant Secretary

/s/ Michael G. Morris		/s/ Holly Keller Koeppel
Michael G. Morris	L.S.	Holly Keller Koeppel	L.S.


/s/ Nicholas K. Akins		/s/ Stephen P. Smith
Nicholas K. Akins	L.S.	Stephen P. Smith	L.S.


/s/ Carl L. English		/s/ Susan Tomasky
Carl L. English	L.S.	Susan Tomasky	L.S.


/s/ Thomas M. Hagan		/s/ Dennis E. Welch
Thomas M. Hagan	L.S.	Dennis E. Welch	L.S.


/s/ John B. Keane
John B. Keane	L.S.

New York (State of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)

One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

Oklahoma (State or other jurisdiction of incorporation or organization)	72-0323455 (I.R.S. employer identification no.)

1 Riverside Plaza, Columbus, OH (Address of principal executive offices)	43215-2372 (Zip code)

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street New York, N.Y. 10006 and Albany, N.Y. 12203

Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045

Federal Deposit Insurance Corporation	Washington, D.C. 20429

New York Clearing House Association	New York, N. Y. 10005

ASSETS	Dollar Amounts In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		1,859,000
Interest-bearing balances		12,315,000
Securities:
Held-to-maturity securities		1,572,000
Available-for-sale securities		20,948,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		491,000
Securities purchased under agreements to resell		153,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		31,479,000
LESS: Allowance for loan and lease losses		289,000
Loans and leases, net of unearned income and allowance		31,190,000
Trading assets		3,171,000
Premises and fixed assets (including capitalized leases)		844,000
Other real estate owned		2,000
Investments in unconsolidated subsidiaries and associated companies		340,000
Not applicable
Intangible assets:
Goodwill		2,714,000
Other intangible assets		966,000
Other assets		7,043,000
Total assets		83,608,000
LIABILITIES
Deposits:
In domestic offices		26,775,000
Noninterest-bearing		16,797,000
Interest-bearing		9,978,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		33,309,000
Noninterest-bearing		702,000
Interest-bearing		32,607,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		712,000
Securities sold under agreements to repurchase		129,000
Trading liabilities		2,321,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		3,621,000
Not applicable
Not applicable
Subordinated notes and debentures		2,255,000
Other liabilities		5,933,000
Total liabilities		75,055,000
Minority interest in consolidated subsidiaries		161,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		2,143,000
Retained earnings		5,430,000
Accumulated other comprehensive income		-316,000
Other equity capital components		0
Total equity capital		8,392,000
Total liabilities, minority interest, and equity capital		83,608,000