Exhibit 25





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                                    FORM T-1



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                            STATEMENT OF ELIGIBILITY

                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A

                    CORPORATION DESIGNATED TO ACT AS TRUSTEE



                      CHECK IF AN APPLICATION TO DETERMINE

                      ELIGIBILITY OF A TRUSTEE PURSUANT TO

                             SECTION 305(b)(2) |__|





                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)


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


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


                       SOUTHWESTERN ELECTRIC POWER COMPANY
               (Exact name of obligor as specified in its charter)


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


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


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


                                 Unsecured Notes
                       (Title of the indenture securities)


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1.    General information.  Furnish the following information as to the Trustee:

      (a) Name and address of each examining or supervising authority to which
it is subject.


          Name                                             Address

Superintendent of Banks of the State of              2 Rector Street, New York,
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, New York 10005


     (b) Whether it is authorized to exercise corporate trust
powers.

     Yes.

2.   Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     None.

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule
     7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
     229.10(d).

     1.  A copy of the Organization Certificate of The Bank of New York
         (formerly Irving Trust Company) as now in effect, which contains the
         authority to commence business and a grant of powers to exercise
         corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed
         with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1
         filed with Registration Statement No. 33-21672 and Exhibit 1 to Form
         T-1 filed with Registration Statement No. 33-29637.)

     4.  A copy of the existing By-laws of the Trustee.  (Exhibit
         4 to Form T-1 filed with Registration Statement No.
         33-31019.)

     6.  The consent of the Trustee required by Section 321(b) of
         the Act.  (Exhibit 6 to Form T-1 filed with Registration
         Statement No. 33-44051.)

     7.  A copy of the latest report of condition of the Trustee
         published pursuant to law or to the requirements of its
         supervising or examining authority.


                                   SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 6th day of May, 2002.


                                   THE BANK OF NEW YORK



                                   By: /s/ Terence T. Rawlins___
                                   Name:  Terence T. Rawlins
                                   Title:  Vice President



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                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2001, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

                                                   Dollar Amounts
ASSETS                                              In Thousands
Cash and balances due from
  depository institutions:
  Noninterest-bearing balances
   and currency and coin.........                     $3,163,218
  Interest-bearing balances......                      5,923,554
Securities:
  Held-to-maturity securities....                      1,210,537
  Available-for-sale securities..                      9,596,941
Federal funds sold and
  Securities purchased under
  agreements to resell...........                      4,723,579
Loans and lease financing
  receivables:
  Loans and leases held for sale.                      1,104,560
  Loans and leases, net of
   unearned
   income...............36,204,516
  LESS: Allowance for loan and
   lease losses........... 608,227
  Loans and leases, net of
   unearned income and allowance.                     35,596,289
Trading Assets...................                      8,039,857
Premises and fixed assets
  (including capitalized leases).                        836,786
Other real estate owned..........                          1,292
Investments in unconsolidated
  subsidiaries and associated
  companies......................                        207,616
Customers' liability to this
  bank on acceptances outstanding                        292,295
Intangible assets................
    Goodwill.....................                      1,579,965
    Other intangible assets......                         18,971
Other assets.....................                      5,723,285
Total assets.....................                    $78,018,745
LIABILITIES
Deposits:
  In domestic offices............                    $28,786,182
  Noninterest-bearing..12,264,352
  Interest-bearing.....16,521,830
  In foreign offices, Edge and
   Agreement subsidiaries, and
   IBFs..........................                     27,024,257
  Noninterest-bearing...  407,933
  Interest-bearing.....26,616,325
Federal funds purchased and
  Securities sold under
  agreements to repurchase.......                      1,872,762
Trading liabilities..............                      2,181,529
Other borrowed money:
  (includes mortgage
   indebtedness and obligations       ==========================
   under capitalized leases......                      1,692,630
Bank's liability on acceptances
  executed and outstanding.......                        336,900
Subordinated notes and debentures                      1,940,000
Other liabilities................                      7,217,748
Total liabilities................                    $71,052,008
EQUITY CAPITAL
Common stock.....................                      1,135,284
Surplus..........................                      1,050,729
Retained earnings................                      4,266,676
Accumulated other comprehensive
  income.........................                         13,733
Other equity capital components..                              0
Total equity capital.............                      6,466,422
Total liabilities and equity
  capital........................                    $78,015,745


      I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
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                                              Thomas J. Mastro
                         Senior Vice President and Comptroller

      We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.


Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith                     Directors