1
                                 FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D. C. 20549


(Mark One)

  [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF  THE
SECURITIES
                             EXCHANGE ACT OF 1934

For the quarterly period ended         March 31,June 30, 1994
                              .............................................................................................

                                       OR
  [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE
SECURITIES
                             EXCHANGE ACT OF 1934

For the transition period                          to
                          .........................   .....................

Commission file number         1-3146
                      ............................................................................................................

                 Southwestern Electric Power Company
       .................................................................................................................................
           (Exact name of registrant as specified in its charter)

              Delaware                                72-0323455
   .................................         ..............................
     (State or other jurisdiction of             (I.R.S. Employer
       incorporation  or organization)             Identification No.)

             428 Travis Street, Shreveport, Louisiana 71156-0001
        ................................................................
                   (Address of principal executive offices)
                                  (Zip Code)

                                (318) 222-2141
        ................................................................
             (Registrant's telephone number, including area code)


      ................................................................
      (Former name, former address, and former fiscal year, if changed
                              since last report)

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

Yes   x    No
   ......     ......

Number  of  shares of Common Stock outstanding at April 30,July 31, 1994: 7,536,640
                                                                ...............

 2



                     SOUTHWESTERN ELECTRIC POWER COMPANY

                                    INDEX


                        PART I - FINANCIAL INFORMATION


                                                                 PAGE NO.


Item 1.  Financial Statements. (Unaudited)
           Statements of Income for the Three and Six Months
            Ended March 31,June 30, 1994 and 1993                            3

           Balance Sheets as of March 31,June 30, 1994 and
            December 31, 1993                                     4 - 5

           Statements of Cash Flows for the ThreeSix Months
            Ended March 31,June 30, 1994 and 1993                            6

           Notes to Financial Statements                          7 - 8

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations.                   9 - 1011


                          PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.                                         1112

Item 2.  Changes in Securities.                                 Inapplicable

Item 3.  Defaults uponUpon Senior Securities.                       Inapplicable

Item 4.  Submission of Matters to a Vote of  Security  Holders. 11Inapplicable

Item 5.  Other Information.                                     Inapplicable

Item 6.  Exhibits and Reports on Form 8-K.                          1112

         Signature.                                                 1213

 3

                 PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

               SOUTHWESTERN ELECTRIC POWER COMPANY

                      STATEMENTS OF INCOME
                           (Unaudited)


                                         THREE MONTHS ENDED   MARCH, 31SIX MONTHS ENDED
                                             JUNE 30,             JUNE 30,
                                           1994      1993      1994      1993
                                                  (Restated)          (Restated)
                                                      (Thousands)

ELECTRIC OPERATING REVENUES              $190,066         $175,601$211,989  $193,225  $402,055  $368,826

OPERATING EXPENSES AND TAXES
  Fuel                                     85,981           77,06987,692    80,947   173,673   158,016
  Purchased power                           4,559            2,5254,050     2,565     8,609     5,090
  Other operating                          29,211           28,61729,595    29,227    58,806    57,844
  Maintenance                              8,976           10,48410,955    11,303    19,931    21,787
  Depreciation and amortization            19,762           18,48219,878    18,516    39,640    36,998
  Taxes, other than Federal income         12,900           11,69812,751    11,187    25,651    22,885
  Federal income taxes                     3,857            2,773

                                                    165,246          151,64810,369     7,526    14,226    10,299

                                          175,290   161,271   340,536   312,919

OPERATING INCOME                           24,820           23,95336,699    31,954    61,519    55,907

OTHER INCOME AND DEDUCTIONS
  Allowance for equity funds used during
    construction                              736       327     1,403       627
  Other                                       1,717              530438        70     1,488       300
                                            1,174       397     2,891       927

INCOME BEFORE INTEREST CHARGES             26,537           24,48337,873    32,351    64,410    56,834

INTEREST CHARGES
  Interest on long-term debt               10,813           10,68510,900     9,732    21,713    20,417
  Interest on short-term debt and other     1,187              934
                                                     12,000           11,619
Income before Cumulative Effect of Changes in
  Accounting Principles                              14,537           12,864
Cumulative Effect of Changes in Accounting
  Principles1,553     1,553     3,133     2,756
  Allowance for borrowed funds used during
       construction                          (431)     (297)     (824)     (566)
                                           12,022    10,988    24,022    22,607

INCOME BEFORE CUMULATIVE EFFECT OF CHANGES
  IN ACCOUNTING PRINCIPLES                 25,851    21,363    40,388    34,227

CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING
  PRINCIPLES                                  -         -         -       3,405

NET INCOME                                 14,537           16,26925,851    21,363    40,388    37,632

Preferred Stock Dividends                               840              840stock dividends                     841       841     1,681     1,681

NET INCOME FOR COMMON STOCK              $ 13,69725,010  $ 15,42920,522  $ 38,707  $ 35,951


         The accompanying notes to financial statements
            are an integral part of these statements.
                                
 4
               SOUTHWESTERN ELECTRIC POWER COMPANY


                         BALANCE SHEETS
                           (Unaudited)



                                                        MARCH 31,JUNE 30,    DECEMBER 31,
                                                          1994         1993
                                                             (Thousands)

ASSETS

ELECTRIC UTILITY PLANT
     Production                                        $1,397,827   $1,392,058
     Transmission                                         354,668353,730      350,625
     Distribution                                         691,290697,620      678,788
     General                                              196,959196,915      188,193
    Construction  work  in  progress                      123,970155,257      126,258
                                                        2,764,7142,801,349    2,735,922
    Less  -  Accumulated  depreciation                    967,637986,371      947,792
                                                        1,797,0771,814,978    1,788,130

CURRENT ASSETS
   Cash  and  temporary  cash  investments                  7,5814,293        6,723
   Accounts   receivable                                   29,33734,161       24,363
   Materials  and  supplies, at  average  cost             25,35027,400       25,218
   Fuel  inventory,  at  average  cost                     36,75733,691       49,487
    DeferredAccumulated  deferred  income  taxes                    4,5214,479        3,912
    Prepayments  and  other                                12,26114,195       14,965
                                                          115,807118,219      124,668

DEFERRED  CHARGES  AND  OTHER  ASSETS                      59,78562,931       55,487

                                                       $1,972,669$1,996,128   $1,968,285



         The accompanying notes to financial statements
            are an integral part of these statements.
                                
                                
 5
                                
               SOUTHWESTERN ELECTRIC POWER COMPANY


                         BALANCE SHEETS
                           (Unaudited)

                                                      MARCH 31,JUNE 30,     DECEMBER 31,
                                                        1994           1993
                                                            (Thousands)

CAPITALIZATION AND LIABILITIES

CAPITALIZATION
  Common stock, $18 par value; authorized
   7,600,000 shares; issued and outstanding
    7,536,640  shares                               $    135,660    $  135,660
    Paid-in   capital                                    245,000       245,000
    Retained   earnings                                  272,768286,779       265,071
       Total  Common  Stock  Equity                      653,428667,439       645,731
  Preferred stock
     Not  subject  to  mandatory  redemption              16,032        16,032
     Subject  to  mandatory  redemption                   36,028        36,028
     Long-term   debt                                    600,012600,610       602,065
       Total   Capitalization                          1,305,5001,320,109     1,299,856

CURRENT LIABILITIES
  Long-term debtdebt/preferred stock due within
      twelve   months                                      4,661         5,028
    Advances from affiliates                                 24,093-          27,864
    Accounts payable                                      34,00547,080        41,598
    Fuel refund due customers                              3,5284,055         2,358
    Customer deposits                                     14,46414,517        14,244
    Accrued taxes                                         31,71044,544        27,340
    Accrued interest                                      12,34616,898        17,354
    Accrued restructuring charges                         25,20321,540        25,203
    Other                                                 19,35123,317        30,499
                                                         169,361176,612       191,488

DEFERRED CREDITS
    Income taxes                                         335,642338,512       332,522
    Investment tax credits                                84,25083,201        85,301
    Income tax related regulatory liabilities - net       51,80650,730        52,828
    Other                                                 26,11026,964         6,290
                                                         497,808499,407       476,941

                                                      $1,972,669$1,996,128    $1,968,285


         The accompanying notes to financial statements
            are an integral part of these statements.


 6                                
                                
                                
               SOUTHWESTERN ELECTRIC POWER COMPANY
                                
                                
                    STATEMENTS OF CASH FLOWS
                           (Unaudited)

                                                        THREESIX
MONTHS ENDED
                                                            MARCH 31,JUNE
30,
                                                      1994
1993

(Restated)
(Thousands)
OPERATING ACTIVITIES
 Net income                                         $ 14,537         $ 16,269$40,388        $37,632
 Non-cash items included in net income
  Depreciation and amortization                      22,116           20,44744,316         41,104
  Deferred income taxes and investment
   tax credits                                        440            2,4961,226          2,727
 Cumulative Effecteffect of Changeschanges in
   Accounting Principlesaccounting principles                                -           (3,405)
 Allowance for equity funds used during
   construction                                      (667)            (300)(1,403)          (627)
 Changes in assets and liabilities
  Accounts receivable                                (4,974)           3,449(9,798)         5,530
  Fuel inventory                                     12,730           13,62315,796          6,069
  Accounts payable                                    (7,593)             5915,482          4,936
  Accrued taxes                                      4,370              715
   Accrued interest                                  (5,008)          (3,992)17,204         12,078
  Unrecovered fuel/Fuel refund due customers          1,170           (1,570)1,697           (492)
  Restructuring charges                              (3,663)             -
  Other                                               7,704              427
                                                     44,825           48,7505,702          3,357
                                                    116,947        108,909

INVESTING ACTIVITIES
 Construction expenditures                          (28,597)         (23,724)(66,728)       (51,997)
 Allowance for borrowed funds used during
  construction                                         (393)            (269)(824)          (566)
 Other                                               (1,286)            (787)
                                                    (30,276)         (24,780)(2,007)        (1,620)
                                                    (69,559)       (54,183)

FINANCING ACTIVITIES
 Long-termProceeds from the issuance of long-term debt sold           -           54,069
 Change in short-term debt                          (3,771)          (5,324)(27,864)         6,404
 Retirement of long-term debt                        (1,365)          (7,916)(1,559)       (38,194)
 Reacquisition of long-term debt                     (1,714)(1,713)      (107,563)
 Special deposits for reacquisition
  of long-term debt                                     -           53,500
 Payment of dividends                               (6,841)         (10,865)
                                                    (13,691)         (24,099)(18,682)       (21,705)
                                                    (49,818)       (53,489)

NET CHANGE IN CASH AND CASH EQUIVALENTS              858             (129)(2,430)         1,237
CASH AND CASH EQUIVALENTS AT BEGINNING OF
 PERIOD                                               6,723          1,058

CASH AND CASH EQUIVALENTS AT END OF PERIOD          $ 7,5814,293        $ 9292,295

SUPPLEMENTARY INFORMATION
 Interest paid less amounts capitalized             $ 16,434         $ 15,097$23,374        $21,494

 Income taxes paid                                  $ 3731,932        $ 2021,360


         The accompanying notes to financial statements
            are an integral part of these statements.

 7
                                
               SOUTHWESTERN ELECTRIC POWER COMPANY
                                
                                
                  NOTES TO FINANCIAL STATEMENTS
                          MARCH 31,JUNE 30, 1994
                           (Unaudited)

(1)  PRINCIPLES OF PREPARATION

          The condensed financial statements included herein have
been  prepared  by Southwestern Electric Power Company  (Company)
pursuant  to  the  rules and regulations of  the  Securities  and
Exchange  Commission  (SEC).  Certain  information  and  footnote
disclosures normally included in financial statements prepared in
accordance  with  generally accepted accounting  principles  have
been condensed or omitted pursuant to such rules and regulations,
although  the Company believes that the disclosures are  adequate
to   make  the  information  presented  not  misleading.   It  is
suggested  that these condensed financial statements be  read  in
conjunction  with the financial statements and the notes  thereto
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1993.1993 and the Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994.

           The unaudited financial information furnished herewith
reflects  all  adjustments (consisting only of  normal  recurring
adjustments)adjustments, except for the 1993 cumulative effect of changes  in
accounting principles discussed below) which are, in the  opinion
of  management, necessary for a fair statement of the results for
the  interim  periods.   Information  for  quarterly  periods  is
affected by seasonal variations in sales, rate changes, timing of
fuel expense recovery and other factors.

           Certain financial statement items for prior years have
been   reclassifiedrestated   or  restatedreclassified  to  conform   to   the   1994
presentation.  Pursuant to  changes in accounting principles made
in  December 1993, but effective January 1, 1993, the Company has
restated  1993 firstsecond quarter information to reflect thea change  in
itsthe  method of accounting for unbilled revenues and restated 1993
year  to  date information to reflect a change in the  method  of
accounting for unbilled revenues and the adoption of Statement of
Financial   Accounting  Standards  (SFAS)  No.  109,  Accounting  for
Income  Taxes  and  SFAS  No.  112,   Employers'
Accounting  for  Postemployment Benefits.   The  effects  of  restating net incomethe
restatement  for the quarter and six months ended March  31,June  30,  1993
are as follows:

                                    Electric
                                    Operating      Operating      Net
                                    1993                    Revenues       Income         Income
                                                  (thousands)

      March 31 -(Thousands)
        Quarter Ended
           Reported                 $176,486             $24,528          $13,439$190,202        $29,989       $19,398
           Adjustment                  (885)               (575)           2,830
      March 31 - restated     $175,601             $23,953          $16,2693,023          1,965         1,965
           Restated                 $193,225        $31,954       $21,363

        Six Months Ended
           Reported                 $366,688        $54,517       $32,837
           Adjustment                  2,138          1,390         4,795
           Restated                 $368,826        $55,907       $37,632


(2)  REGULATORY MATTERS

           On  March  17,  1994, the Company  filed  a  petition,
designated   as  Docket  No.  12855,  with  the  Public   Utility
Commission  of Texas (Texas Commission) to reconcile  fuel  costs
for  the period November 1989 through December 1993.  Total Texas
jurisdictional  fuel expensesexpense subject to reconciliation  for  this
50-month  period  wereis approximately $559 million.  The Company's net  under-recoveryunder-
recovery  for  the  reconciliation period wasis  approximately  $.9$0.9
million.  Discovery has begun and  a
hearing on the case has been scheduled to begin July 26, 1994.

 8

               SOUTHWESTERN ELECTRIC POWER COMPANY
                                
                                
                  NOTES TO FINANCIAL STATEMENTS
                          (CONTINUED)
                                MARCH 31,JUNE 30, 1994
                           (Unaudited)


           This under-recovered balance includes $0.5 million  of
reconciled,  but  unrecovered fuel and interest  carried  forward
from  Docket  No.  8900, the Company's last fuel  reconciliation,
$4.1  million of currently over-recovered fuel, $1.2  million  of
interest  due the Company on prior under-recovered fuel balances,
and   a  $3.3  million  recovery  of  litigation  and  settlement
negotiation costs associated with the Company's renegotiation  of
a coal supply agreement.

           Intervenor status has been granted to Texas Industrial
Energy Consumers (TIEC) and to the Texas Office of Public Utility
Counsel  (OPUC). TIEC's consultant filed testimony on  August  3,
1994   seeking  reclassification  of  $22.2  million   of   Texas
jurisdictional  expenses, premised on  the  argument  that  these
costs  are  more  appropriately recovered as components  of  base
rates, rather than as fuel expense.  OPUC did not file testimony.

           Testimony  was  filed  by the Texas  Commission  Staff
(Staff) on August 10, 1994.  The Staff identified four issues  in
testimony and recommended a Texas jurisdictional disallowance  of
approximately $1.2 million.

           Discovery is continuing and a  hearing on  the case is
scheduled to begin August 22, 1994. The Company believes that the
positions taken by TIEC and the Staff are  without merit.   While
management  cannot predict the   outcome  of  these  proceedings, 
management believes that the resolution of these proceedings will 
not have a material  adverse effect on  the  Company's  financial
position or results  of operations.

(3)  DIVIDENDS

           At  March  31,June 30, 1994, all of the Company's retained earnings  of
$273approximately $287 million were available for the payment of cash
dividends   to  its  parent  company,  Central  and  South   West
Corporation (CSW).


(4)  COMMITMENTS AND CONTINGENT LIABILITIES

           In connection with the lignite mining contract for its
Henry  W.  Pirkey  Power  Plant, the Company  has  agreed,  under
certain  conditions,  to  assume the obligations  of  the  mining
contractor.   As of March 31,June 30, 1994, the maximum the Company  would
have  to  assume  is  $75approximately $76.8 million.   The  maximum
amount  may  vary  as  the  mining contractor's  need  for  funds
fluctuates.  The contractor's actual obligation outstanding as of
March 31,June 30, 1994 is $66approximately $65.7 million.


            (5)  FINANCING

           In January 1994,The  Company  has  received  notification  from   the
Mississippi  Department of Environmental Quality (MDEQ)  that  it
may  be responsible, along with at least two or three other large
companies, for a suspected manufactured gas plant site in Biloxi.
The  Company  redeemed $.5 million of Series U, 9-1/8%
First  Mortgage Bonds due November 1, 2019.has  insufficient  information  at  this  time   to
determine  the extent, if any, to which contamination is  present
or  has  impacted  soil, groundwater or other conditions  at  the
site.   The redemption was made  underCompany intends to cooperate with the terms ofMDEQ and  other
identified parties in investigating the Company's bond indenture.  Also during January, an additional  $1.1
million  of  Series U bonds was acquired at a premium.  The premium and  related
redemption costs associated with this transaction will be recorded as a loss  on
reacquired debt and will be amortized over the remaining life of this issue.Biloxi site.



 9                                
               SOUTHWESTERN ELECTRIC POWER COMPANY


Item   2.  Management's  Discussion  and  Analysis  of  Financial
           Condition and Results of Operations


     Reference is made to Management's Discussion and Analysis of
Financial  Condition and Results of Operations  included  in  the
Company's  1993  Annual  Report on Form 10-K.10-K  and  the  Quarterly
Report  on  Form  10-Q  for the quarter  ended  March  31,  1994.
Reference is also made to the unaudited Financial Statements  and
related  Notes  to  Financial Statements  included  herein.   The
information included therein should be read in conjunction  with,
and  is essential in understanding, the following discussion  and
analysis.

REGULATORY MATTERS

      Reference  is  made  to Note 2 of the  Notes  to  Financial
Statements for a discussion of the Company's regulatory matters.

CONSTRUCTION PROGRAMFINANCING AND FINANCINGCAPITAL RESOURCES

      At  June 30, 1994, the Company's capitalization ratios were
50%  common  stock equity, 4% preferred stock, and 46%  long-term
debt.   The Company's  construction expenditures totaled $29 million  during  the
first  three months of 1994.  This represents approximately 23% of the projected
$125  millionCompany anticipates that all funds required  for  its
construction program for 1994.the remainder of 1994 will  be  provided
from  internal sources.  The Company utilizes short-term debt  to
meet  fluctuations  in working capital requirements  due  to  the
seasonal nature of electricenergy sales.  Funds to meetThe Company may need additional
long-term financing during the Company'speriod, depending on the timing of
construction expenditures, duringbut the first  three monthsnature, amount and  timing  of
1994 came from internal sources  and  it  is
expected  that  the  remainder  of  1994's planned  expenditures  will  also  be
internally financed.

      If  additional  funds are needed, theany financings have not been determined.  The financial condition
of  the  Company should allow the required funds to  be  obtained
from the capital markets at reasonable rates.

At March 31,RESTRUCTURING

      As previously reported, the Company and CSW have undertaken
a   restructuring  and  early  retirement  program  designed   to
consolidate and restructure their operations in order to meet the
challenges  of  the  changing electric utility  industry  and  to
compete  effectively in the years ahead.  The underlying goal  of
restructuring  is to enable the CSW Electric Operating  Companies
to  focus  on  and be accountable for serving the customer.   The
Company's portion of the costs for the restructuring is  expected
to  be approximately $25.2 million and was expensed in 1993.  The
Company  does  not  expect any material additional  restructuring
costs  in  1994. Approximately $17.8 million of the restructuring
costs  will be paid from general corporate funds.  The  remaining
$7.4  million  represents the present value of  enhanced  benefit
amounts  to  be paid from the benefit plan trusts to participants
over  future  years  in  accordance  with  the  early  retirement
program.  This amount will funded from general corporate funds to
the  benefit  plan  trusts over future years.  The  restructuring
is  expected  to  be  substantially  completed in  1994.  Certain  
aspects  of the restructuring may  be  subject  to  SEC approval.

     The Company expects to realize a number of benefits from the
restructuring.  Beginning in 1994 and continuing into the future,
increased efficiencies and synergies are expected to be  realized
with  the  elimination of previously duplicated functions.   This
leads  to  enhanced  communication and efficiency,  which  should
translate into a reduction in the rate of growth of operating and 
maintenance costs. All  restructuring  costs are  expected  to be
recovered  within  18-24  months   after  implementation  of  the
restructuring changes.

 10
      A  number of assumptions and judgments are built into these
expected benefits.  These assumptions may become inaccurate as  a
result  of  other costs and circumstances which  are  beyond  the
Company's  control.   If  projections  of  future  operating  and
maintenance costs are too low, the restructuring should  mitigate
any future increases in cost of service but may not result in any
net  operating  and maintenance reduction overall.   It  is  also
assumed  that staffing will be adequate at the new  levels.   The
reductions  in staff will increase the need for automation,  with
resulting  increases  in  capital  and  maintenance  costs.   The
Company is continuing to re-engineer its business practices.

COAL TRANSPORTATION CONTRACT

      During  April  1994,  the Company  resolved  a  contractual
dispute with Kansas City Southern Railway Company (KCS).  As part
of  the  settlement, the Company has entered into a new long-term
contract  with  KCS  for transportation of low-sulfur  coal  from
Kansas  City to the Company's capitalization ratios  were
50% common stock equity, 4% preferred stock,Flint Creek and 46% long-term debt.Welsh power plants.
The   settlement  should  provide  the  Company  with  additional
operations  flexibility and the Company's customers with  savings
in fuel costs.

WHOLESALE POWER CONTRACT

The  City  of  Minden, Louisiana has agreed, commencing  in  1995
after expiration of a contract with another supplier, to purchase
power at wholesale from the Company for a period of 5 years  with
an option for an additional 5 years.  The contract is expected to
provide  the  Company with an additional 31 megawatt of  electric
load.   The  City  of  Minden has a population  of  approximately
15,000.

RESULTS OF OPERATIONS

QUARTER  ENDED MARCH 31,JUNE 30, 1994 COMPARED TO THE QUARTER  ENDED  MARCH 31,JUNE 30, 1993

      Net  Income for Common Stock.  Net income for common  stock
decreased 11%increased 22%  to $13.7$25.0 million for the firstsecond quarter of 1994 as
compared  to  the  same  period of 1993.  The  decrease reflects the restatment of first quarter 1993 net incomeincrease  was  due
primarily to a  change in the method of accounting for unbilled revenues,  partially off-
set  by  the  adoption of SFAS No. 112, Employers' Accounting for Postemployment
Benefits,  resulting in a $3.4 million increase in 1993 net income  due  to  the
cumulative effect of changes in accounting principles.increased kilowatt-hour sales.

      Electric  Operating Revenues.  Operating revenues  for  the
firstsecond  quarter were $190$212.0 million, an 8.2%a 10% increase from revenues
of  $176$193.2 million in 1993.  Favorable
weather  in  the  Company's service territory ledThe $18.8 million increase  was  due
primarily  to  a  4.7%16%  increase  in  retail
energy  sales.   Also  contributingtotal  kilowatt-hour   sales
resulting  from increased weather related demand, the  July  1993
acquisition  of the Bossier Rural Electric Membership Corporation
(BREMCO) and increased sales for resale to the increase in operating  revenues  were
higher fuel-related revenues.







 10
                      SOUTHWESTERN ELECTRIC POWER COMPANY


Item  2.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations.  (Continued)other utilities due to
lower unit fuel costs as described below.

      Fuel. Fuel and  Purchased Power.  Anexpense increased approximately $6.7 million  or
8% due primarily to a 20% increase in generation of 4.7%  more  thanpartially offset
by  a slight  decrease in the cost of fuel.  The increase in  generation
was  primarily  a  result  of increased  kilowatt-hour  sales  as
previously discussed.  The average unit fuel pricecost per mmbtu, resultingmillion BTU
decreased 9% from $1.90 in an $8.9  million
rise1993 to $1.74 in 1994.  This  decrease
was  due  primarily  to  the settlement of litigation  with  fuel
expense.suppliers.

      Purchased  Power.   Purchased power  expense  increased  by
$2.0approximately  $1.5  million in the second  quarter  of  1994  as
compared  to  the first quarter ofcorresponding period in 1993 due  to  purchases
under   a   contract   negotiated  with  Cajun   Electric   Power
Cooperative,  Inc. in conjunction with the Company's  acquisition
of the Bossier Rural Electric Membership Corporation.BREMCO.

 11
      Expenses and Taxes.  MaintenanceDepreciation expense increased  7%  or
approximately  $1.4  million  due  to  increases  in  depreciable
property.  The $1.6 million increase in Taxes, Other than Federal
Income  was due primarily to increased ad valorem taxes.  Federal
income  taxes increased approximately $2.8 million or  38%  as  a
result of higher pre-tax income.

      Interest  Charges.   Interest  expense  on  long-term  debt
increased  $1.2 million, or 12% due to an increase  in  long-term
debt outstanding.

SIX  MONTHS ENDED JUNE 30, 1994 COMPARED TO THE SIX MONTHS  ENDED
JUNE 30, 1993

      Net  Income for Common Stock.  Net income for common  stock
increased  8% for the six months ended June 30, 1994 as  compared
to  the  same period of 1993.  The increase was due primarily  to
increased  kilowatt-hour  sales.   This  increase  was  partially
offset  by  the  restatement  of 1993  financial  information  to
reflect  the change in the Company's method of recording unbilled
revenues  and the adoption of SFAS No. 112, Employers' Accounting
for Postemployment Benefits.

      Electric Operating Revenues.  Operating revenues rose 9% to
approximately  $402.0 million for the six months ended  June  30,
1994.  The increase was primarily the result of a 16% increase in
total   kilowatt-hour  sales  resulting  from  increased  weather
related demand, the acquisition of BREMCO and increased sales for
resale  to  other  utilities due to  lower  unit  fuel  costs  as
described below.

     Fuel.  Fuel expense increased approximately $15.7 million or
10%  due  primarily  to  an 18% increase in generation  partially
offset  by  a  decrease  in the cost of fuel.   The  increase  in
generation  was  primarily a result of  increased  kwh  sales  as
previously discussed.  The average unit fuel cost per million BTU
decreased 5% from $1.92 in 1993 to $1.81 in 1994.  This  decrease
was  due  primarily  to  the settlement of litigation  with  fuel
suppliers.

       Purchased   Power.   Purchased  power  expense   increased
approximately $3.5 million as compared to the first quartersix months of
1993  due  to  purchases under a contract negotiated  with  Cajun
Electric   Power  Cooperative,  Inc.  in  conjunction  with   the
Company's acquisition of BREMCO.

      Expenses  and  Taxes.  Depreciation  expense  rose  7%,  or
approximately $2.6 million due primarily to increased depreciable
plant.   Taxes, Other than Federal Income increased approximately
$2.8  million  in 1994 was
$1.5 million lower thancompared to the same period  in  1993  due
primarily  to  significantlyan increase in ad valorem taxes.   Federal  income
taxes  increased approximately $3.9 million or 38% due to  higher
than
average expenditurespre-tax income.

      Interest  Charges.   Interest  expense  on  the Company's production and transmission facilities  in
1993.   Depreciation expenselong-term  debt
increased 6.9%6% or $1.3 million due primarily to capital asset
additions.  Additional ad valorem taxes  caused the 10% or $1.2 million increase
in taxes other than federal income.  Federal income taxes increased $1.1 million
or  39%  as  a  result of higher pre-tax income and an increase in the  federal
income tax rate from 34% to 35%  implemented by the Company in the third quarter
of 1993.long-
term debt outstanding.

      Cumulative  Effect  of  Changes in  Accounting  Principles.
InAccounting  changes in 1993 includes the Company  implementedadoption  of  SFAS  No.  112,
Employers'  Accounting for Postemployment Benefits,  SFAS No. 109, Accounting for Income Taxes andBenefits.  The  Company
also  changed  theits  method of accounting for  unbilled  revenues.
These  accounting changes had a cumulative effect  of  increasing
six months ended June 30, 1993 net income approximatelyby $3.4 million after tax.million.
                                
                                
 1112                                
               SOUTHWESTERN ELECTRIC POWER COMPANY


                   PART II - OTHER INFORMATION
                                

         For background and earlier developments relating to Part
II  information, reference is made to the Company's  1993  Annual
Report on Form 10-K.10-K and the Company's quarterly report on Form 10-
Q for the quarter ended March 31, 1994.


Item 1.  Legal ProceedingsProceedings.

          See  Note  2  of the Notes to Financial Statements  for
information relating to regulatory proceedings.


Item 4.  Submission of Matters to a Vote of Security Holders.

     a)  The annual meeting of shareholders of the Company was held on April 13,
         1994.

     b)  The following directors were elected:

               Richard H. Bremer              Michael H. Madison
               E. R. Brooks                   Harry D. Mattison
               James E. Davison               Marvin McGregor
               Al P. Eason, Jr.               William C. Peatross
               Dr. Frederick E. Joyce         Jack L. Phillips

     c)  No other matters (other than procedural matters) were voted upon
         at the annual meeting.


Item 6.  Exhibits and Reports on Form 8-K.

     a)  Exhibits

         Computation  of  Ratio of Earnings  to  Fixed  Charges (Exhibit 1).

     b)  Reports on Form 8-K

         None.


 1213
                            SIGNATURE



      Pursuant to the requirements of the Securities Exchange Act
of  1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.



                                 SOUTHWESTERN ELECTRIC POWER COMPANY




Date  May 13,August 12, 1994             /s/ ROX E. COLVIN 
                                                Rox E. ColvinR. RUSSELL DAVIS
                                  R. Russell Davis
                                  Controller and Chief Accounting Officer