8-K

                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


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



                        Date of Report:  October 23, 1995



                          Commission file number 1-1097



                        OKLAHOMA GAS AND ELECTRIC COMPANY
             (Exact name of registrant as specified in its charter)



          Oklahoma                                 73-0382390
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)




                               101 North Robinson
                                  P.O. Box 321
                       Oklahoma City, Oklahoma  73101-0321
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (405) 553-3000
              (Registrant's telephone number, including area code)





ITEM 5.   OTHER EVENTS
- -------   ------------

On October 23, 1995, Oklahoma Gas and Electric Company, an Oklahoma corporation
(the "Company") entered into an Underwriting Agreement and filed on October 24,
1995, with the Securities and Exchange Commission a prospectus supplement
relating to $110,000,000 in aggregate principal amount of its 7.30% Senior
Notes, Series due October 15, 2025.  On October 23, 1995, the Company also
entered into another Underwriting Agreement and filed with the Securities and
Exchange Commission a prospectus supplement relating to $110,000,000 in
aggregate principal amount of its 6.250% Senior Notes, Series due October 15,
2000.

ITEM 7.   FINANCIAL STATEMENT AND EXHIBITS
- -------   --------------------------------

Exhibits

1.01      Underwriting Agreement, dated October 23, 1994, between Merrill Lynch,
          Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc. and
          Lehman Brothers Inc. relating to $110,000,000 of 7.30% Senior Notes,
          Series due October 15, 2025.

1.02      Underwriting Agreement, dated October 23, 1995, between the Company
          and Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith
          Incorporated and Lehman Brothers Inc. relating to $110,000,000 of
          6.250% Senior Notes, Series due October 15, 2000.

4.01      Supplemental Indenture No. 1, dated as of October 16, 1995, between
          the Company and Boatmen's First National Bank of Oklahoma, creating
          $110,000,000 principal amount of 7.30% Senior Notes, Series due
          October 15, 2025 and $110,000,000 principal amount of 6.250% Senior
          Notes, Series due October 15, 2000 (collectively, the "Senior Notes").

4.02      Supplemental Trust Indenture dated as of October 1, 1995, between the
          Company and Boatmen's First National Bank of Oklahoma, creating
          $110,000,000 principal amount of First Mortgage Bonds, Senior Note
          Series A and $110,000,000 principal amount of First Mortgage Bonds,
          Senior Note Series B (collectively, the "Senior Note First Mortgage
          Bonds").

5.01      Opinion of counsel as to legality of the Senior Notes and the Senior
          Note First Mortgage Bonds.





                                   SIGNATURES



     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.




                                        OKLAHOMA GAS AND ELECTRIC COMPANY
                                                  (Registrant)



                                        By:       D.L. Young
                                            -----------------------------------
                                                  D.L. Young
                                                  Controller


                                   (On behalf of the registrant and in
                                   his capacity as Chief Accounting Officer)


October 23, 1995

EX-1.01

                                                                    EXHIBIT 1.01









                        Oklahoma Gas and Electric Company

                                  Senior Notes

                             UNDERWRITING AGREEMENT


                                                                October 23, 1995

To the Representatives named in
Schedule I hereto of the Under-
writers named in Schedule II hereto.

Ladies and Gentlemen:

     1.   INTRODUCTION.  Oklahoma Gas and Electric Company, an Oklahoma
corporation (the "Company"), proposes to issue and sell $110,000,000 of its
7.30% Senior Notes, due October 15, 2025 (the "Senior Notes").  The Senior Notes
will be issued by the Company under its Indenture dated as of October 1, 1995
between the Company and Boatmen's First National Bank of Oklahoma, as trustee
(the "Trustee"), as amended and supplemented by Supplemental Indenture No. 1
dated as of October 16, 1995 creating the series in which the Senior Notes are
to be issued.  The term "Indenture," as hereinafter used, means such Indenture
dated as of October 1, 1995, as so amended and supplemented.  The Company
proposes to sell to the underwriters named in Schedule II hereto (the
"Underwriters", which term, when the context permits, shall also include any
substitute underwriter as provided in Section 9 hereof) for whom you are acting
as Representatives (the "Representatives") Senior Notes in the aggregate
principal amount and with the terms specified in Schedule I hereto (the
"Purchased Senior Notes").  Until such time as all of the first mortgage bonds
of the Company (the "First Mortgage Bonds") issued prior to the date of the
Indenture have been retired through payment or redemption (the "Release Date"),
the Senior Notes will be secured as to payment of principal and interest by one
or more series of First Mortgage Bonds issued, pledged and delivered by the
Company to the Trustee.  Concurrently with the offering of the Senior Notes, the
Company proposes to issue and sell $110,000,000 of its 6.250% Senior Notes due
October 15, 2000 (the "Additional Senior Notes").  The sale of the Additional
Senior Notes and the Senior Notes are not contingent upon each other.

     2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company represents
and warrants to, and agrees with, the Underwriters that:





          (a)  The Company has filed with the Securities and Exchange Commission
(the "Commission") two registration statements on Form S-3 (having the file
numbers set forth in Schedule I hereto) relating to $220,000,000 aggregate
principal amount of its Senior Notes and First Mortgage Bonds, and the offering
thereof from time to time in accordance with Rule 415 under the Securities Act
of 1933, as amended (the "Act"), and has filed such amendments thereto as may
have been required to the date hereof.  Such registration statements have been
declared effective by the Commission.  Such registration statements and the
prospectus relating to the sale of the Senior Notes and the First Mortgage Bonds
by the Company constituting a part thereof, including all documents incorporated
therein by reference, as from time to time amended or supplemented pursuant to
the Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are collectively referred to herein as the "Registration Statement," and the
prospectus relating to the Senior Notes and the First Mortgage Bonds, including
all documents incorporated therein by reference, as from time to time amended or
supplemented pursuant to the Act or the Exchange Act, is referred to herein as
the "Prospectus"; provided that a supplement to the Prospectus relating to an
offering of Senior Notes other than the Purchased Senior Notes shall be deemed
to have supplemented the Prospectus only with respect to the offering of such
other Senior Notes.  All documents filed by the Company with the Commission
under the Exchange Act and incorporated or deemed to be incorporated by
reference in the Registration Statement or the Prospectus, as aforesaid, are
hereinafter referred to as the "Incorporated Documents."

          (b)  The Registration Statement, at the time it became effective,
complied and the Prospectus, at the time Registration Statement No. 33-61821
became effective, complied and each as of the date hereof comply and as of the
Closing Date, as hereinafter defined, will comply, in all material respects with
the requirements of the Act, the Exchange Act and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and the rules and regulations of
the Commission under such Acts; the Incorporated Documents, as of their
respective dates of filing with the Commission, complied as to form in all
material respects with the Exchange Act and the rules and regulations of the
Commission thereunder and any Incorporated Documents filed with the Commission
after the date of this Agreement will, when they are filed with the Commission,
comply in all material respects with the requirements of the Exchange Act and
the rules and regulations of the Commission thereunder; the Registration
Statement and any amendment thereto, at the time it became effective, did not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and the Prospectus, at the time Registration Statement No. 33-61821
became effective, did not, as of the date hereof does not and as of the Closing
Date will not contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not


                                        2




misleading; provided that the representations and warranties in this
Section 2(b) shall not apply to (A) that part of the Registration Statement
which constitutes the Statements of Eligibility and Qualification (Form T-1)
under the Trust Indenture Act (the "Statements of Eligibility") of the Trustee
and the trustee for the First Mortgage Bonds, (B) information contained in the
Registration Statement or the Prospectus relating to The Depository Trust
Company and its book-entry system, or (C) statements in or omissions from the
Registration Statement or the Prospectus made in reliance upon and in conformity
with information furnished to the Company in writing by any Representative
expressly for use in the Registration Statement or the Prospectus.

          (c)  Arthur Andersen LLP, the accountants who certified certain of the
financial statements included or incorporated by reference in the Registration
Statement or the Prospectus, are independent public accountants as required by
the Act and the rules and regulations of the Commission thereunder.

          (d)  The financial statements included or incorporated by reference in
the Prospectus present fairly the financial position, results of operations and
cash flows of the Company and its consolidated subsidiaries as at the respective
dates and for the respective periods specified and, except as otherwise stated
in the Prospectus, said financial statements have been prepared in conformity
with generally accepted accounting principles applied on a consistent basis
during the periods involved and the supporting schedules included in the
Registration Statement present fairly the information required to be stated
therein.  The Company has no material contingent obligation which is not
disclosed in the Prospectus.

          (e)  Except as set forth in or expressly contemplated by the
Prospectus, no material transaction has been entered into by the Company or any
of its subsidiaries otherwise than in the ordinary course of business and no
materially adverse change has occurred in the condition, financial or otherwise,
of the Company, or of the Company and its subsidiaries, taken as a whole, in
each case since the respective dates as of which information is given in the
Prospectus.

          (f)  The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Oklahoma, is qualified to do
business as a foreign corporation and is in good standing under the laws of the
State of Arkansas, and is not required to qualify to do business as a foreign
corporation in any other jurisdiction, and has the corporate power to own its
properties and carry on its business as now being conducted.

          (g)  Enogex Inc. ("Enogex") is a wholly-owned subsidiary of the
Company and has six subsidiaries, which are the only "subsidiaries" of the
Company as defined under Regulation S-X under the Exchange Act.  Enogex and each
of its subsidiaries are


                                        3




hereinafter referred to collectively as the "Subsidiaries" and individually as a
"Subsidiary."  Each Subsidiary is a corporation duly organized, validly existing
and in good standing under the laws of the State of Oklahoma and is duly
qualified as a foreign corporation in each jurisdiction in which its failure to
qualify would have a material adverse effect on the business or operations of
the Company and its Subsidiaries taken as a whole and has the corporate power to
own its properties and carry on its business as now being conducted; all of the
issued and outstanding capital stock of each Subsidiary has been duly authorized
and validly issued and is fully paid and non-assessable; and all the capital
stock of each Subsidiary (except for 20% of the issued and outstanding capital
stock of Centoma Gas Systems, Inc.) is owned by the Company free and clear of
any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

          (h)  Neither the Company nor any Subsidiary is in violation of its
Certificate of Incorporation, or in default in the performance or observance of
any material obligation, agreement, covenant or condition contained in any
mortgage or any material contract, indenture, mortgage, lease, note or other
instrument to which it is a party or by which it may be bound or to which any of
its properties or assets is subject, or materially in violation of any law,
administrative regulation or administrative, arbitration or court order, except
in each case to such extent as may be set forth in the Prospectus; and the
execution and delivery of this Agreement, the incurrence of the obligations
herein set forth and the consummation of the transactions herein contemplated
will not conflict with or constitute a breach of, or default under, the
Certificate of Incorporation or By-Laws of the Company or any Subsidiary or any
mortgage, contract, lease, note or other instrument to which the Company or any
Subsidiary is a party or by which it may be bound, or any law, regulation,
consent decree or administrative, arbitration or court order.

          (i)  The Corporation Commission of the State of Oklahoma (the
"Oklahoma Commission") and the Arkansas Public Service Commission (the "Arkansas
Commission") have each duly authorized the issuance and sale of the Senior Notes
and the First Mortgage Bonds on terms consistent with this Agreement.  No
consent of or approval by any other public board or body or administrative
agency, federal or state, is necessary to authorize the issuance and sale of the
Senior Notes and the First Mortgage Bonds, except that there must be compliance
with the securities laws of the states in which the Senior Notes and the First
Mortgage Bonds are to be sold.

          (j)  There is no pending or threatened suit or proceeding before any
court or governmental agency, authority or body or any arbitration involving the
Company or any Subsidiary required to be disclosed in the Prospectus which is
not adequately disclosed in the Prospectus and there are no contracts or
documents required to be filed as exhibits to the Registration Statement under
the 1933


                                        4




Act and the rules and regulations of the Commission thereunder which have not
been so filed.

          (k)  This Agreement has been duly authorized, executed and delivered
by the Company.

          (l)  The Company has sufficient authority under statutory provisions
or by grant of franchises or permits by municipalities or counties to conduct
its business as presently conducted and as described in the Registration
Statement and Prospectus.

          (m)  The Indenture and the First Mortgage Indenture (as defined
herein) are each in due and proper form, have been duly and validly executed and
delivered and are valid and enforceable instruments in accordance with their
terms, except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and to the extent that general equitable principles
may limit the right to obtain the remedy of specific performance of certain of
the obligations thereunder.  The Purchased Senior Notes are in due and proper
form and, when duly executed, authenticated and delivered to the Trustee against
the agreed consideration therefor, will be valid and enforceable obligations of
the Company in accordance with their terms.  The First Mortgage Bonds which are
delivered to the Trustee as security for the payment of principal of and
premium, if any, and interest on the Purchased Senior Notes are in due and
proper form and, when duly executed, authenticated and delivered to the Trustee
in accordance with the terms of the Indenture, will be valid and enforceable
obligations of the Company in accordance with their terms, secured by the lien
of and entitled to the benefits provided by the First Mortgage Indenture.

          (n)  The Company has good and sufficient title to each of the
principal plants and properties purported to be owned by it, subject to the lien
of the First Mortgage Indenture, and to permissible encumbrances as therein
defined.

          (o)  Except for changes contemplated by the Prospectus, the authorized
and outstanding capital stock of the Company is as set forth in the Prospectus.

          (p)  The Company meets the requirements for filing on Form S-3 under
the Act.

          Any certificate signed by any officer of the Company and delivered to
you or to counsel for the Underwriters shall be deemed a representation and
warranty by the Company to each Underwriter as to the matters covered thereby.

     3.   PURCHASE, OFFERING AND DELIVERY -- CLOSING DATE.  Subject to the terms
and conditions herein set forth, the Company agrees to sell to each Underwriter,
and each Underwriter agrees, severally and not jointly, to purchase from the
Company at the purchase price



                                        5




set forth in Schedule I hereto, the principal amount of the Purchased Senior
Notes set forth opposite such Underwriter's name in Schedule II hereto.  It is
understood that the Underwriters propose to offer the Purchased Senior Notes for
sale to the public as set forth in the Prospectus Supplement, as hereinafter
defined, relating to the Purchased Senior Notes.  The Company will deliver the
Purchased Senior Notes to the Representatives for the respective accounts of the
Underwriters (in fully registered form issued in such names and in such
denominations as the Representatives may direct by notice in writing to the
Company given at or prior to 3:00 P.M., Oklahoma City Time, on the second full
business day preceding the Closing Date, or, if no such direction is received,
in the names of the respective Underwriters), at the office specified in
Schedule I hereto, against payment of the purchase price thereof by wire
transfer or similar same day funds, payable to such account as the Company shall
direct by notice in writing to the Representatives given at or prior to 3:00
p.m. Oklahoma City Time on the second full business day preceding the Closing
Date.  The time and date of delivery and closing shall be the time and date
specified in Schedule I hereto; provided that such time or date may be
accelerated or extended by agreement between the Company and the
Representatives.  The time and date of such payment and delivery are herein
sometimes referred to as the "Closing Date."

          The Company agrees to make the Purchased Senior Notes available to the
Representatives at the office specified in Schedule I hereto for examination on
behalf of the Underwriters, not later than 11:00 A.M., Oklahoma City Time, on
the business day preceding the Closing Date.

          It is understood that the Representatives, either jointly or
individually, and not as representatives of the several Underwriters, may (but
shall not be obligated to) make payment to the Company on behalf of any
Underwriter or Underwriters.  Any such payment shall not relieve such
Underwriter or Underwriters from any of its or their other obligations
hereunder.

          The Representatives agree to deposit with the Company within two
business days after the date of this Agreement the amount set forth in
Schedule I hereto as the Oklahoma Real Estate Mortgage Tax.  It is understood
that such payment shall not constitute partial or full payment for the Purchased
Senior Notes, but shall be applied solely in accordance with Section 4(i)
hereof.


                                        6




     4.   AGREEMENTS.  The Company agrees with the several Underwriters that:

          (a)  Promptly following execution of this Agreement, the Company will
cause the Prospectus, including as part thereof a prospectus supplement relating
to the Purchased Senior Notes (the "Prospectus Supplement"), to be filed with
the Commission pursuant to Rule 424 and/or Rule 434 under the Act and the
Company will promptly advise the Representatives when such filing or mailing has
been made.  Prior to such filing or mailing, the Company will cooperate with the
Representatives in the preparation of the Prospectus Supplement to assure that
the Representatives have no reasonable objection to the form or content thereof
when filed.

          (b)  The Company will promptly advise the Representatives and confirm
in writing (i) when any amendment to the Registration Statement shall have
become effective, (ii) of the receipt of any comments from the Commission, (iii)
of any request by the Commission for any amendment of the Registration Statement
or amendment or supplement to the Prospectus or for any additional information,
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or threatening of
any proceeding for that purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Purchased Senior Notes or the First Mortgage Bonds for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose.  The
Company will not file any amendment to the Registration Statement or supplement
to the Prospectus with the Commission unless the Company has furnished you a
copy for your review prior to filing and will not file any such proposed
amendment or supplement to which the Representatives or counsel for the
Underwriters reasonably object.  The Company will use its best efforts to
prevent the issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.

          (c)  If, at any time when a prospectus relating to the Purchased
Senior Notes or the First Mortgage Bonds is required to be delivered under the
Act, any event occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or if it shall be
necessary to amend or supplement the Registration Statement or the Prospectus to
comply with the Act or the Exchange Act or the rules and regulations of the
Commission under such Acts, the Company promptly will prepare and file with the
Commission, subject to paragraph (b) of this Section 4, an amendment or
supplement or a filing pursuant to Section 13 or 14 of the Exchange Act which
will correct such statement or omission or an amendment which will effect such
compliance.

          (d)  The Company will make generally available to its security holders
and to the Representatives a consolidated earnings


                                        7




statement (which need not be audited) of the Company for the 12-month period
beginning after the date of the Prospectus Supplement, as soon as practicable
after the end of such 12-month period, which will satisfy the provisions of
Section 11(a) of the Act and the rules and regulations of the Commission
thereunder (including Rule 158 under the Act).

          (e)  The Company will furnish without charge to (i) each of the
Representatives and counsel for the Underwriters a signed copy of the
Registration Statement (but without exhibits incorporated by reference), as
originally filed, all amendments thereto filed prior to the Closing Date, all
Incorporated Documents (including exhibits, other than exhibits incorporated by
reference) and the Statements of Eligibility of the Trustee and the trustee for
the First Mortgage Bonds, (ii) each other Underwriter a conformed copy of the
Registration Statement (but without exhibits), as originally filed, all
amendments thereto (but without exhibits) and all Incorporated Documents (but
without exhibits other than the Company's latest annual report to shareowners)
and (iii) each Underwriter as many copies of the Prospectus and the Prospectus
Supplement and, so long as delivery of a prospectus by an Underwriter or dealer
may be required under the Act, any amendments thereof and supplements thereto
(but without Incorporated Documents or exhibits), as soon as available and in
such quantities as the Representatives may reasonably request.

          (f)  The Company will use its best efforts to arrange for the
qualification of the Purchased Senior Notes and the First Mortgage Bonds for
sale under the laws of such jurisdictions as the Representatives may designate
(provided that the Company shall not be obligated to qualify as a foreign
corporation in, or to execute or file any general consent to service of process
under the laws of, any jurisdiction), will maintain such qualifications in
effect so long as required for the distribution of the Purchased Senior Notes
and the First Mortgage Bonds and will arrange for the determination of the
legality of the Purchased Senior Notes and the First Mortgage Bonds for purchase
by institutional investors.

          (g)  Whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay all costs and
expenses incident to the performance of the obligations of the Company
hereunder, including, without limiting the generality of the foregoing, all
costs, taxes and expenses incident to the issue and delivery of the Purchased
Senior Notes and the First Mortgage Bonds to the Underwriters, all fees and
expenses of the Company's counsel and accountants, all costs and expenses
incident to the preparing, printing and filing of the Registration Statement
(including all exhibits thereto), any preliminary prospectus, the Prospectus,
the Prospectus Supplement and any amendments thereof or supplements thereto
(except the cost of amending or supplementing the Prospectus after ninety days
following the Closing Date, which shall be at the expense of the Underwriters
requesting same), all costs and expenses (including fees of counsel not
exceeding $10,000 and disbursements) incurred


                                        8




in connection with state securities law qualifications, examining the legality
of the Purchased Senior Notes and the First Mortgage Bonds for investment and
the rating of the Purchased Senior Notes, and all costs and expenses of the
printing and distribution of all documents prepared in connection with the
issuance and sale of the Purchased Senior Notes and the First Mortgage Bonds.
Except as provided in this Section 4(g), Section 7 and Section 8 hereof, the
Underwriters will pay all their own costs and expenses, including the fees of
their counsel and any advertising expenses in connection with any offers they
may make.

          (h)  Except for the issuance and sale of the Additional Senior Notes,
during the period beginning from the date of this Agreement and continuing to
the Closing Date, the Company will not offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company which mature more than
one year after the Closing Date and which are substantially similar to the
Purchased Senior Notes, without the prior written consent of the
Representatives; provided that in no event shall the foregoing period extend
more than fifteen business days from the date of this Agreement.

          (i)  The Company will use the amount deposited by the Representatives
with it pursuant to the last paragraph of Section 3 hereof to the extent
necessary to pay for the account of the several Underwriters, in the same
proportion as the principal amount of Purchased Senior Notes to be purchased by
each of them bears to the total principal amount of the Purchased Senior Notes,
any Oklahoma Real Estate Mortgage Tax required to be paid by them on the
Purchased Senior Notes and/or the First Mortgage Bonds.  Any amount not so
applied by the Company before the Closing Date shall be remitted in same day
funds by the Company to the Representatives for the account of the several
Underwriters on the Closing Date.

          (j)  The Company will apply the proceeds from the Purchased Senior
Notes in the manner indicated under the caption "Use of Proceeds" in the
Prospectus.

     5.   CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS.  The obligations of
the Underwriters to purchase and pay for the Purchased Senior Notes shall be
subject to the accuracy of the representations and warranties on the part of the
Company contained herein as of the date hereof and the Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:

          (a)  No stop order suspending the effectiveness of the Registration
Statement shall be in effect and no proceedings for that purpose shall then be
pending before, or threatened by, the Commission.

          (b)  The Company shall have delivered to the Trustee, as security for
the payment of the principal and interest on the


                                        9




Senior Notes, a series of First Mortgage Bonds (the "Bonds") in the same
aggregate principal amount and with the same stated rate or rates of interest
(or interest calculated in the same manner), payment dates, maturity dates and
redemption provisions as the Purchased Senior Notes they secure.  The Bonds will
be issued by the Company under its Trust Indenture dated February 1, 1945
between the Company and Boatmen's First National Bank of Oklahoma, as successor
trustee (the "First Mortgage Trustee") to The First National Bank and Trust
Company of Oklahoma City, as heretofore amended and supplemented and as to be
further amended and supplemented by the Supplemental Trust Indenture dated as of
October 1, 1995 creating the series in which the First Mortgage Bonds are to be
issued.  The term "First Mortgage Indenture," as hereinafter used, means such
Trust Indenture dated February 1, 1945, as so amended and supplemented.

          (c)  The Company shall have furnished to the Representatives the
opinion of Rainey, Ross, Rice & Binns, counsel for the Company, dated the
Closing Date, to the effect that:

               (i)  the Company is a legally existing corporation under the laws
     of the State of Oklahoma and has corporate power, right and authority to do
     business and to own property in the State of Oklahoma in the manner and as
     set forth in the Prospectus;

               (ii) the Indenture has been duly and validly executed and
     delivered by the Company, which has full power and authority to enter into
     and perform its obligations thereunder, and constitutes the binding and
     enforceable agreement of the Company in accordance with its terms, except
     as enforcement of provisions of the Indenture may be limited by bankruptcy
     or other applicable laws affecting the enforcement of creditors' rights;

              (iii) the Purchased Senior Notes and the First Mortgage Bonds have
     been duly and validly authorized by the Company and constitute valid and
     binding obligations of the Company;

               (iv) while, except as otherwise stated in said opinion, such
     counsel are not passing upon and do not assume responsibility for and shall
     not be deemed to have independently verified the accuracy, completeness or
     fairness of the Registration Statement or the Prospectus, nothing has come
     to the attention of such counsel that would lead them to believe that the
     Registration Statement at the time it became effective contained an untrue
     statement of a material fact or omitted to state a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading or that the Prospectus at the time it was filed pursuant to Rule
     424 and/or Rule 434 under the Act or on the Closing Date contained an
     untrue statement of a material fact or omitted to state a material fact
     necessary in order to make the


                                       10





     statements therein, in the light of the circumstances under which they were
     made, not misleading;

                (v) the execution and delivery of this Agreement have been duly
     authorized by the necessary action on the part of the Company and this
     Agreement constitutes the valid and binding agreement of the Company except
     to the extent that the provisions for indemnities may be held to be
     unenforceable as against public policy;

               (vi) except in localities where the Company has no franchises,
     which are relatively few and not of large population, and where the failure
     to have such franchises will not have a material adverse effect on the
     business or operations of the Company, the Company has sufficient authority
     under statutory provisions or by grant of franchises or permits by
     municipalities or counties to conduct its business in Oklahoma as presently
     conducted and as described in the Prospectus;

              (vii) such counsel does not know of any legal or governmental
     proceedings required to be described in the Prospectus which are not
     described as required, nor of any contracts or documents of a character
     required to be described in the Registration Statement or Prospectus or to
     be filed as exhibits to the Registration Statement which are not described
     and filed as required;

             (viii) the Indenture, the Purchased Senior Notes, the First
     Mortgage Indenture and the Bonds conform in all material respects to the
     statements concerning them in the Prospectus;

               (ix) all statements contained in the Registration Statement and
     Prospectus purporting to set forth the advice or the opinion of such
     counsel or to be based upon the opinion of such counsel correctly set forth
     the opinion of such counsel on such respective matters;

                (x) the execution and delivery of this Agreement and the
     issuance of the Purchased Senior Notes and the Bonds, and compliance with
     the provisions thereof, under the circumstances contemplated hereby and
     thereby, do not and will not violate the Certificate of Incorporation or
     By-Laws of the Company or any Subsidiary, or in any material respect
     conflict with or constitute on the part of the Company or any Subsidiary a
     breach of or default under any indenture, lease, mortgage, deed of trust,
     note, agreement or other instrument known to such counsel to which the
     Company or any Subsidiary is a party or any law, regulation, consent decree
     or administrative, arbitration or court order known to us to which the
     Company or any Subsidiary is subject;

               (xi) the Oklahoma Commission has duly issued its order
     authorizing the issuance by the Company of the Purchased


                                       11




     Senior Notes and the Bonds on terms consistent with this Agreement and, to
     the best of such counsel's knowledge, such order is still in force and
     effect; the issuance and sale of the Purchased Senior Notes to the
     Underwriters and the issuance of the Bonds to the First Mortgage Trustee
     are in conformity with the terms of such order; and no further approval,
     authorization, consent, certificate or order of any Oklahoma commission or
     regulatory authority is necessary with respect to the issuance and sale of
     the Purchased Senior Notes and the issuance of the Bonds by the Company as
     contemplated in this Agreement, other than approvals that may be required
     under Oklahoma state securities laws;

              (xii) each Subsidiary is a legally existing corporation under the
     laws of the State of Oklahoma, has corporate power, right and authority to
     do business and to own property in the State of Oklahoma in the manner and
     as set forth in the Prospectus, and is duly qualified as a foreign
     corporation in each jurisdiction in which its failure to qualify would have
     a material adverse effect on the business and operation of the Company and
     its Subsidiaries taken as a whole;

             (xiii) the First Mortgage Indenture has been duly and validly
     executed and delivered by the Company, which has full power and authority
     to enter into and perform its obligations thereunder, and constitutes the
     binding and enforceable agreement of the Company in accordance with its
     terms, except as enforcement of provisions of the First Mortgage Indenture
     may be limited by bankruptcy or other applicable laws affecting the
     enforcement of creditors' rights and except as provisions of the United
     States Bankruptcy Code may affect the validity of the lien thereof with
     respect to property acquired or proceeds realized by the Company after the
     commencement of bankruptcy proceedings with respect to the Company;

              (xiv) the Bonds have been duly and validly authorized by the
     Company, and constitute valid and binding obligations of the Company and,
     with like exception as noted in the foregoing subdivision (xiii), are
     entitled to the lien of and benefits provided by the First Mortgage
     Indenture;

               (xv) The First Mortgage Indenture is in proper form, conforming
     to the laws of the State of Oklahoma, to give and create the lien which it
     purports to create and has been and at the Closing Date is duly and
     properly recorded or filed in all places in Oklahoma necessary to
     effectuate the lien of the First Mortgage Indenture; and

              (xvi) The Bonds are equally and ratably secured with all other
     First Mortgage Bonds outstanding under the First Mortgage Indenture by the
     First Mortgage Indenture subject to the provisions of the First Mortgage
     Indenture relating to any sinking fund or a similar fund for the benefit of
     the first


                                       12




     mortgage bonds of any particular series. The First Mortgage Indenture
     constitutes a first mortgage lien, subject only to permissible
     encumbrances, as defined in the  First Mortgage Indenture, on all of the
     property, real, personal, and mixed (except as hereinafter noted), in
     Oklahoma now owned by the Company. The First Mortgage Indenture also
     constitutes a first mortgage lien, subject to permissible encumbrances as
     defined in the First Mortgage Indenture, on all property, real, personal,
     and mixed (except as hereinafter noted), hereafter acquired by the Company
     in Oklahoma in conformity with the terms of the First Mortgage Indenture,
     except as the United States Bankruptcy Code may affect the validity of the
     lien of the First Mortgage Indenture on property acquired after the
     commencement of a case under such Code, except as to the prior lien of the
     First Mortgage Trustee under the First Mortgage Indenture in certain events
     specified therein and except as otherwise provided in the First Mortgage
     Indenture in case of consolidation or merger.  There are excepted from the
     lien of the First Mortgage Indenture, as more fully set forth in the
     granting clauses thereof, (1) all shares of stock, bonds, notes, evidences
     of indebtedness and other securities other than such as may be or are
     required to be deposited from time to time with the First Mortgage Trustee,
     (2) cash other than such as may be or are required to be deposited from
     time to time with the First Mortgage Trustee, (3) contracts, claims, bills
     and accounts receivable, and choses in action other than such as may be or
     are required to be from time to time assigned to the First Mortgage
     Trustee, (4) motor vehicles, (5) any oil, gas and other minerals under or
     on lands owned by the Company, (6) goods, wares and merchandise, equipment
     and supplies acquired for the purpose of sale or resale in the usual course
     of business or for the purpose of consumption in the operation,
     construction or repair of any of the properties of the Company, and (7)
     certain properties specifically described in Schedule B to the First
     Mortgage Indenture not used or useful in the business of the Company.  The
     Company, except as to permissible encumbrances, as defined in the First
     Mortgage Indenture, has good and valid title to the real and fixed
     properties in Oklahoma and franchises from Oklahoma or federal authorities
     now owned by it; (however, such opinion need not cover titles to rights-of-
     way or easements for transmission or distribution lines).

          (d)  The Company shall have furnished to the Representatives the
opinion of Lawrence Chisenhall, Esq., counsel for the Company in the State of
Arkansas dated the Closing Date, to the effect that:

               (i)  the Company is duly qualified as a foreign corporation under
     the laws of the State of Arkansas and has corporate power, right and
     authority to do business and to own property in the State of Arkansas in
     the manner and as set forth in the Prospectus;


                                       13




               (ii) the First Mortgage Indenture is in proper form, conforming
     to the laws of the State of Arkansas, to give and create the lien which it
     purports to create and has been and at the Closing Date is duly and
     properly recorded or filed in all places in Arkansas necessary to
     effectuate the lien of the First Mortgage Indenture;

              (iii) the First Mortgage Indenture constitutes a first mortgage
     lien, subject only to permissible encumbrances, as defined in the First
     Mortgage Indenture, on all of the property, real, personal, and mixed
     (except as hereinafter noted), in Arkansas now owned by the Company. The
     First Mortgage Indenture also constitutes a first mortgage lien, subject to
     permissible encumbrances as defined in the First Mortgage Indenture, on all
     property, real, personal, and mixed (except as hereinafter noted) hereafter
     acquired by the Company in Arkansas in conformity with the terms of the
     First Mortgage Indenture, except as the United States Bankruptcy Code may
     affect the validity of the lien of the First Mortgage Indenture on property
     acquired after the commencement of a case under such Code, except as to the
     prior lien of the First Mortgage Trustee under the First Mortgage Indenture
     in certain events specified therein and except as otherwise provided in the
     First Mortgage Indenture in case of consolidation or merger. There are
     excepted from the lien of the First Mortgage Indenture, as more fully set
     forth in the granting clauses thereof, (1) all shares of stock, bonds,
     notes, evidences of indebtedness and other securities other than such as
     may be or are required to be deposited from time to time with the First
     Mortgage Trustee, (2) cash other than such as may be or are required to be
     deposited from time to time with the First Mortgage Trustee, (3) contracts,
     claims, bills and accounts receivable, and choses in action other than such
     as may be or are required to be from time to time assigned to the First
     Mortgage Trustee, (4) motor vehicles, (5) any oil, gas and other minerals
     under or on lands owned by the Company, (6) goods, wares and merchandise,
     equipment and supplies acquired for the purpose of sale or resale in the
     usual course of business or for the purpose of consumption in the
     operation, construction or repair of any of the properties of the Company,
     and (7) certain properties specifically described in Schedule B to the
     First Mortgage Indenture not used or useful in the business of the Company.
     The Company, except as to permissible encumbrances, as defined in the First
     Mortgage Indenture, has good and valid title to the real and fixed
     properties in Arkansas and franchises from Arkansas authorities now owned
     by it; (however, such opinion need not cover titles to rights-of-way or
     easements for transmission or distribution lines);

               (iv) except in localities where the Company has no franchises,
     which are relatively few and not of large population, and where the failure
     to have such franchises will not have a material adverse effect on the
     business or


                                       14




     operations of the Company, the Company has sufficient authority under
     statutory provisions or by grant of franchises or permits by municipalities
     or counties to conduct its business in Arkansas as presently conducted and
     as described in the Prospectus;

                (v) all statements contained in the Registration Statement and
     Prospectus purporting to set forth the advice or the opinion of such
     counsel or to be based upon the opinion of such counsel correctly set forth
     the opinion of such counsel on such respective matters;

               (vi) the Arkansas Commission has duly issued its order
     authorizing the issuance and sale by the Company of the Purchased Senior
     Notes and the issuance of the Bonds on terms consistent with this Agreement
     and such order is still in force and effect; the issuance and sale of the
     Purchased Senior Notes to the Underwriters and the issuance of the Bonds to
     the First Mortgage Trustee is in conformity with the terms of such order;
     and no further approval, authorization, consent, certificate or order of
     the Arkansas Commission or any other governmental or regulatory authority
     is necessary with respect to the issuance and sale of the Purchased Senior
     Notes and the issuance of the Bonds by the Company as contemplated in this
     Agreement, other than approvals that may be required under Arkansas state
     securities laws; and

              (vii) he is not handling any litigation relating to the Company
     except as set forth in a schedule attached to such opinion.

          (e)  The Company shall have furnished to the Representatives the
opinion of Gardner, Carton & Douglas, counsel for the Company, dated the Closing
Date, covering the matters set forth in subdivisions (i), (ii), (iii), (iv),
(v), (vii), (viii), (x), (xiii) and (xiv) of paragraph (c) of this Section 5 and
to the further effect that:

                (i) the Registration Statement has become effective under the
     Act and, to the best of the knowledge of said counsel, no proceedings for a
     stop order in respect thereof are pending or threatened under Section 8(d)
     or 8(e) of the Act;

               (ii) the Registration Statement and the Prospectus (except as to
     the financial statements and financial or statistical data contained or
     incorporated by reference therein, with respect to which said counsel need
     express no opinion) comply as to form, in all material respects, with the
     requirements of the Act, the Exchange Act and the Trust Indenture Act and
     the rules and regulations of the Commission under such Acts; and the
     Incorporated Documents (except as to the financial statements and financial
     or statistical data contained therein, with respect to which said counsel
     need


                                       15




     express no opinion) as of their respective dates of filing with the
     Commission complied as to form in all material respects with the Exchange
     Act and the rules and regulations of the Commission thereunder;

              (iii) the Indenture and the First Mortgage Indenture have each
     been qualified under the Trust Indenture Act as and to the extent required
     by the provisions of such Act; and

               (iv) all approvals, authorizations, consents, certificates or
     orders of any state or Federal commission or regulatory authority that are
     necessary with respect to the issuance and sale of the Purchased Senior
     Notes and the issuance of the Bonds by the Company as contemplated in this
     Agreement have been obtained, other than approvals that may be required
     under state securities laws.

          Such opinion may be subject to the reservation that, in giving such
opinion, said counsel have relied on the opinion of Rainey, Ross, Rice & Binns
as to all matters of Oklahoma law and on the opinion of Lawrence Chisenhall,
Esq. as to all matters of Arkansas law (including without limiting the foregoing
all opinions as to titles of the Company to its properties, the lien of the
First Mortgage Indenture thereon, the validity and sufficiency of franchises and
permits, and the validity and sufficiency of the orders described in subdivision
(xi) of subsection (c) of this Section 5 and subdivision (vi) of subsection (d)
of this Section 5), provided that such opinion shall state that said counsel
believes that the Underwriters and they are justified in relying on the opinions
of Rainey, Ross, Rice & Binns and of Lawrence Chisenhall, Esq.

          (f)  The Representatives shall have received from Jones, Day, Reavis &
Pogue, counsel for the Underwriters, such opinion or opinions, dated the Closing
Date, with respect to such matters related to the issuance and sale of the
Purchased Senior Notes as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents as they request for
the purpose of enabling them to pass upon such matters.

          (g)  At the Closing Date there shall not have been, since the
respective dates as of which information is given in the Registration Statement
and the Prospectus, any material adverse change in the condition, financial or
otherwise, of the Company or in the earnings, affairs or business prospects of
the Company, whether or not arising in the ordinary course of business, and the
Representatives  shall have received a certificate of the Chairman of the Board
and President or a Vice President of the Company, dated the Closing Date, to the
effect that (i) there has been no such material adverse change, (ii) the
representations and warranties contained in this Agreement are true and correct
with the same force and effect as though expressly made at and as of the Closing
Date, (iii) the Company has complied with all agreements and satisfied all
conditions on its part to be performed or


                                       16




satisfied at or prior to the Closing Date and (iv) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been initiated or, to their knowledge, threatened by the
Commission.

          (h)  At the date of this Agreement and at the Closing Date the
Representatives shall receive from Arthur Andersen LLP a letter (in form and
substance satisfactory to them) dated such dates to the effect that they are
independent public accountants within the meaning of the Act and the applicable
published rules and regulations thereunder and that the answer to Item 10 of
Form S-3 is correct insofar as it relates to them, and stating in effect that
(i) in their opinion, the financial statements and schedules audited by them and
contained in the Incorporated Documents comply as to form in all material
respects with the applicable accounting requirements of the Act, the Exchange
Act and the published rules and regulations thereunder; (ii) they have performed
limited procedures, not constituting an audit, including a reading of the latest
available unaudited interim financial statements of the Company and its
Subsidiaries, a reading of all recent minutes of meetings of the Board of
Directors, committees of the Board of Directors and shareowners of the Company
and its Subsidiaries, inquiries of officials of the Company and its Subsidiaries
responsible for financial and accounting matters and such other inquiries and
procedures as may be specified in such letter, and on the basis of such limited
review and procedures, nothing came to their attention which caused them to
believe that (a) any unaudited financial statements of the Company included or
incorporated by reference in the Registration Statement or Prospectus do not
comply as to form in all material respects with the applicable accounting
requirements of the Act, the Exchange Act and the rules and regulations
applicable thereto or are not stated on a basis substantially consistent with
that of the audited financial statements of the Company incorporated by
reference in the Registration Statement, or (b) as of a specified date not more
than five business days prior to the date of delivery of each such letter, there
was any decrease in the capital stock or any increase in the consolidated long-
term debt of the Company and its subsidiaries, or any decrease in consolidated
net assets, as compared with amounts shown in the most recent consolidated
balance sheet included or incorporated by reference in the Registration
Statement or for the period from the first day of the month next following the
date of said balance sheet to a specified date not more than five business days
prior to the date of delivery of each such letter there were any decreases, as
compared with the corresponding period in the preceding year, in operating
revenues, operating income and net income, except in all instances for changes
which the Prospectus discloses have occurred or may occur or which are described
in such letter; (iii) they have carried out specified procedures performed for
the purpose of comparing certain specified financial information and percentages
(which is limited to financial information derived from general accounting
records of the Company) included or incorporated by reference in the
Registration Statement with indicated amounts in the financial


                                       17




statements or accounting records of the Company and (excluding any questions of
legal interpretation) have found such information and percentages to be in
agreement with the relevant accounting and financial information of the Company
referred to in such letter in the description of the procedures performed by
them and (iv) they have read any unaudited financial statement information and
financial ratios set forth in the Prospectus Supplement and have performed
specified procedures with respect thereto set forth in such letter, and nothing
came to their attention which caused them to believe that such financial
information does not agree with the latest available unaudited interim financial
statements of the Company and its Subsidiaries or was not determined on a basis
substantially consistent with that of the corresponding amounts in the audited
financial statements incorporated by reference in the Registration Statement.
If additional unaudited financial information is included in the Prospectus,
appropriate statements with respect thereto shall also be set forth in such
letter.

          (i)  Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, there shall not have
been any change or decrease specified in the letter referred to in paragraph (h)
of this Section 5 which makes it impractical or inadvisable in the judgment of
the Representatives to proceed with the public offering or delivery of the
Purchased Senior Notes as contemplated by the Prospectus.

          (j)  Prior to the Closing Date, the Company shall have furnished to
the Representatives such further information, certificates and documents as the
Representatives may reasonably request.

          In giving the opinions contemplated by paragraphs (c), (d), (e) and
(f) of this Section 5, counsel may rely upon certificates of state officials as
to the Company's good standing and upon certificates of officers of the Company
as to matters of fact relevant to such opinions.  In giving such opinions,
counsel may assume (i) that the Purchased Senior Notes and the Bonds have been
executed on behalf of the Company by the manual or facsimile signatures of the
President or a Vice President and the Secretary or an Assistant Secretary of the
Company and have been manually authenticated by an authorized official of the
Trustee, (ii) that the signatures on all documents examined by them are genuine,
and (iii) the adequacy of the written information supplied by the
Representatives and the other Underwriters expressly for use in the Registration
Statement or the Prospectus.

          If any of the conditions specified in this Section 5 shall not have
been fulfilled when and as provided in this Agreement, or if any of the opinions
or certificates mentioned above or elsewhere in this Agreement shall not be in
all material respects reasonably satisfactory in form and substance to the
Representatives and their counsel, this Agreement and all


                                       18




obligations of the Underwriters hereunder may be canceled at, or at any time
prior to, the Closing Date by the Representatives.

     6.   CONDITIONS OF COMPANY'S OBLIGATION.  The obligation of the Company to
deliver the Purchased Senior Notes and the Bonds upon payment therefor shall be
subject to the following conditions:

          On the Closing Date the orders of the Oklahoma Commission and the
Arkansas Commission referred to in paragraph (i) of Section 2 hereof shall be in
full force and effect substantially in the form in which originally entered; the
Indenture and the First Mortgage Indenture, shall be qualified under the Trust
Indenture Act as and to the extent required by such Act; and no stop order
suspending the effectiveness of the Registration Statement shall be in effect
and no proceedings for that purpose shall then be pending before, or threatened
by, the Commission.

          In case any of the conditions specified above in this Section 6 shall
not have been fulfilled, this Agreement may be terminated by the Company by
delivering written notice of termination to the Representatives.   Any such
termination shall be without liability of any party to any other party except to
the extent provided in paragraph (g) of Section 4 and Section 7 hereof.

     7.   REIMBURSEMENT OF UNDERWRITERS' EXPENSES.  If the sale of the Purchased
Senior Notes provided for herein is not consummated because any condition to the
obligations of the Underwriters or the Company set forth in Section 5 or
Section 6 hereof, respectively, is not satisfied or because of any refusal,
inability or failure on the part of the Company to perform any agreement herein
or comply with any provision hereof other than by reason of a default by any of
the Underwriters, the Company will reimburse the Underwriters severally upon
demand for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel and any amounts deposited by the Representatives with
the Company for payment of the Oklahoma Real Estate Mortgage Tax) that shall
have been incurred by them in connection with the proposed purchase and sale of
the Purchased Senior Notes.

     8.   INDEMNIFICATION AND CONTRIBUTION.  (a) The Company agrees to indemnify
and hold harmless each Underwriter, the directors, officers, employees and
agents of each Underwriter and each person who controls any Underwriter within
the meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several (including any investigation,
legal or other expenses reasonably incurred in connection with, and any amount
paid in settlement of, any action, suit or proceeding or any claim asserted), to
which they or any of them may become subject under the Act, the Exchange Act or
other federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement as
originally filed or in any amendment thereof, or in any preliminary prospectus
or the Prospectus, or in any amendment


                                       19




thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state in any such document a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided that (i) the Company
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation thereof and (ii) such
indemnity with respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or liability purchased
any of the Purchased Senior Notes which are the subject thereof if such person
did not receive a copy of the Prospectus (or, if the Prospectus shall have been
amended or supplemented, the Prospectus as then amended or supplemented),
excluding the Incorporated Documents, at or prior to the confirmation of the
sale of such Purchased Senior Notes to such person in any case where such
delivery is required by the Act and the untrue statement or omission of a
material fact contained in such preliminary prospectus was corrected in the
Prospectus (or the Prospectus as then amended or supplemented).  This indemnity
agreement will be in addition to any liability which the Company may otherwise
have.

          (b)  Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representatives
specifically for use in the preparation of the documents referred to in the
foregoing indemnity.   This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have.

          (c)  Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under this Section 8.  In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying



                                       20




party will be entitled to participate therein and, to the extent that it may
elect by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; provided
that if the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties.  Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 8 for any legal or other expense
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Representatives in the case of subparagraph
(a), representing the indemnified parties under subparagraph (a) who are parties
to such action), (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).  Any indemnifying party shall not be
liable for any settlement of any action or claim effected without its written
consent, which consent may not be unreasonably withheld, but if settled with
such consent, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement.  No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
arising out of such proceeding.

          (d)  In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of this
Section 8 is due in accordance with its terms but is for any reason held by a
court to be unavailable from the Company on grounds of policy or otherwise, the
Company and the Underwriters shall contribute to the aggregate losses, claims,


                                       21




damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) to which the Company and one
or more of the Underwriters may be subject (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Underwriters from the offering of the Purchased Senior Notes or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above, but also the relative fault of the Company or
the Underwriters in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations.  The relative benefits received by the Company and the
Underwriters shall be deemed to be in the same respective proportions as the net
proceeds from the offering (before deducting expenses) received by the Company
and the underwriting discount received by the Underwriters, in each case as set
forth on the cover of the Prospectus Supplement, bear to the aggregate public
offering price of the Purchased Senior Notes.  The relative fault of the Company
and the Underwriters shall be determined by a reference to, among other things,
whether the untrue or alleged untrue statement of a material fact relates to
information supplied by the Company or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.  The Company and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this paragraph
(d) were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in the
foregoing provisions of this paragraph (d).  Notwithstanding the provisions of
this paragraph (d), (x) in no case shall any Underwriter (except as may be
provided in any Agreement Among Underwriters) be responsible for any amount in
excess of the aggregate underwriting discounts applicable to the Purchased
Senior Notes purchased by such Underwriter hereunder and (y) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The Underwriters' obligations to contribute
pursuant to this paragraph (d) are several (and not joint) in proportion to the
respective principal amount of Purchased Senior Notes to be purchased by each of
such Underwriters.  For purposes of this Section 8, each person who controls an
Underwriter within the meaning of the Act shall have the same rights to
contribution as such Underwriter, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the Company, subject
in each case to clauses (x) and (y) of this paragraph (d).  Any party entitled
to contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made


                                       22




against another party or parties under this paragraph (d), notify such party
from whom contributions may be sought, but the omission to so notify such party
or parties shall not relieve the party or parties from whom contribution may be
sought from any other obligation it or they may have hereunder or otherwise than
under this paragraph (d).

     9.   DEFAULT BY AN UNDERWRITER.  If any one or more of the Underwriters
shall fail to purchase and pay for the Purchased Senior Notes agreed to be
purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the Representatives may find one or more
substitute underwriters to purchase such Purchased Senior Notes or make such
other arrangements as the Representatives deem advisable or one or more of the
nondefaulting Underwriters may agree to purchase such Purchased Senior Notes in
such proportions as may be agreed upon by the Representatives, in each case upon
the terms set forth in this Agreement.  If no such arrangements have been made
within 36 hours after the Closing Date, each of the nondefaulting Underwriters
shall be obligated severally to take up and pay for (in the respective
proportions which the amounts of Purchased Senior Notes set forth opposite their
names in Schedule II hereto bear to the aggregate amount of Purchased Senior
Notes set opposite the names of all the nondefaulting remaining Underwriters)
the Purchased Senior Notes which the defaulting Underwriter or Underwriters
agreed but failed to purchase, provided that in the event that the aggregate
principal amount of Purchased Senior Notes which the defaulting Underwriter or
Underwriters agreed but failed to purchase shall exceed 10% of the aggregate
principal amount of the Purchased Senior Notes set forth in Schedule II hereto,
the nondefaulting Underwriters shall have the right to purchase all, but shall
not be under any obligation to purchase any, of the Purchased Senior Notes and
if such nondefaulting Underwriters do not purchase all the Purchased Senior
Notes, this Agreement will terminate without liability to any nondefaulting
Underwriter or the Company, except as provided in Section 11 hereof.  In the
event of a default by any Underwriter as set forth in this Section 9, the
Closing Date shall be postponed for such period, not exceeding seven days, as
the Representatives shall determine, in order that the required changes in the
Registration Statement and the Prospectus Supplement or in any other documents
or arrangements may be effected.  Nothing contained in this Agreement shall
relieve any defaulting Underwriter of its liability, if any, to the Company and
any nondefaulting Underwriter for damages occasioned by its default hereunder.

     10.  TERMINATION.  This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Purchased Senior Notes, if prior to such time
(i) there has been, since the date of this Agreement or since the respective
dates as of which information is given in the Registration Statement and the
Prospectus, any loss sustained by the Company or


                                       23




any Subsidiary by strike, fire, flood, accident or other calamity of such
character as to interfere materially with the conduct of the business and
operations of the Company and its Subsidiaries taken as a whole regardless of
whether or not such loss shall have been insured, or any material adverse change
in the earnings, affairs, condition (financial or otherwise) or business
prospects of the Company and its Subsidiaries taken as a whole, whether or not
arising in the ordinary course of business, (ii) trading in securities generally
on the New York Stock Exchange shall have been suspended or limited or
additional material governmental restrictions, not in force on the date of this
Agreement, have been imposed upon trading in securities generally, or minimum or
maximum prices for trading shall have been fixed, or maximum ranges for prices
for securities shall have been required on the New York Stock Exchange, by the
New York Stock Exchange or by order of the Commission or any other governmental
authority having jurisdiction, (iii) a banking moratorium shall have been
declared either by federal or New York State authorities, or (iv) there shall
have occurred any outbreak or material escalation of hostilities or other
calamity or crisis, the effect of which on the financial markets of the United
States is such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to market the Purchased Senior Notes.

     11.  REPRESENTATIONS AND INDEMNITIES TO SURVIVE.  The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors, employees, agents or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the Purchased
Senior Notes.  The provisions of Sections 7 and 8 hereof shall survive the
termination or cancellation of this Agreement.

     12.  NOTICES.  All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered in person or transmitted by any form of written telecommunication to
them at the address specified in Schedule I hereto, or, if sent to the Company,
will be mailed, delivered in person or transmitted by any form of written
telecommunication to it, at 101 North Robinson, Oklahoma City, Oklahoma  73101,
attention of James R. Hatfield, Treasurer.

     13.  SUCCESSORS.  This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns and
the officers, directors, employees, agents and controlling persons referred to
in Section 8 hereof, and no other person will have any right or obligation
hereunder.  The term "successors and assigns" as used in this Agreement shall
not include any purchaser, as such purchaser, of any of the Purchased Senior
Notes from any of the Underwriters.


                                       24




     14.  REPRESENTATION OF THE UNDERWRITERS.  The Representatives represent and
warrant to the Company that they are authorized to act as the representatives of
the Underwriters in the subject matter of this Agreement, and the
Representatives' execution and delivery of this Agreement and any action under
this Agreement taken by such Representatives will be binding upon all
Underwriters.

     15.  INTERPRETATION WHEN NO REPRESENTATIVES.  In the event no Underwriters
are named in Schedule II hereto, the term "Underwriters" shall be deemed for all
purposes of this Agreement to be the Underwriter or Underwriters named as such
in Schedule I hereto, the principal amount of the Purchased Senior Notes to be
purchased by any such Underwriter shall be that set opposite its name in
Schedule I hereto and all references to the "Representatives" shall be deemed to
be the Underwriter or Underwriters named in such Schedule I.

     16.  COUNTERPARTS.  This Agreement may be executed in counterparts all of
which, taken together, shall constitute a single agreement among the parties to
such counterparts.






                                       25





     17.  APPLICABLE LAW.  This Agreement will be governed by and construed in
accordance with the laws of the State of Oklahoma.

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.

                              Very truly yours,

                              OKLAHOMA GAS AND ELECTRIC COMPANY


                              By
                                 ----------------------------------

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

MERRILL LYNCH, PIERCE,
  FENNER & SMITH INCORPORATED
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS INC.

By:  MERRILL LYNCH, PIERCE,
       FENNER & SMITH INCORPORATED


By
   ---------------------

For themselves and the other
several Underwriters named in
Schedule II hereto.



                                       26




                                   SCHEDULE I
                                   ----------

Registration Statement Nos.:  33-32870 and 33-61821

Representatives:    Merrill Lynch & Co., Bear, Stearns & Co. Inc.
                    and Lehman Brothers Inc.

Amount, Purchase Price and Description of Purchased Senior Notes:

     Aggregate Principal Amount:  $110,000,000

     Purchase Price:  98.251% of the aggregate principal amount

     Interest Rate:  7.30% per annum

     Initial Public Offering Price:  99.222% of the aggregate
                                     principal amount

     Dealer Discount:  0.5% of the aggregate principal amount

     Reallowance to Dealers:  0.25% of the aggregate principal
                              amount

Dated date:  October 27, 1995

Maturity:  October 15, 2025

Redemption Provisions:

     The Senior Notes will not be subject to redemption prior to October 15,
     2005.  Thereafter, the Senior Notes are subject to redemption, at the
     election of the Company, at the following Redemption Prices (expressed in
     percentages of the principal amount) if redeemed during the 12 months
     beginning October 15 of the years indicated below.

              2005                          103.261%
              2006                          102.935%
              2007                          102.609%
              2008                          102.283%
              2009                          101.957%
              2010                          101.631%
              2011                          101.304%
              2012                          100.978%
              2013                          100.652%
              2014                          100.326%
              2015 and thereafter           100.000%






                             SCHEDULE I (CONTINUED)
                             ----------------------


Other Provisions:

     Time, Date and Place of Delivery and Payment:

          Time and Date -     11:00 a.m. New York City Time,
                              October 27, 1995

          Place:    Jones, Day, Reavis & Pogue
                    599 Lexington Avenue
                    New York, New York  10022

Oklahoma Real Estate Mortgage Tax:  0.96%

Office for Examination of
  Purchased Senior Notes:     Merrill Lynch & Co., World Financial
                              Center, 250 Vesey Street, New York,
                              New York 10281

Address for Notices to Representatives pursuant to Section 12 of Underwriting
Agreement:

Merrill Lynch & Co.        Bear, Stearns & Co. Inc.    Lehman Brothers Inc.
World Financial Ctr.       245 Park Avenue             3 World Financial Ctr.
250 Vesey Street           New York, NY 10167          200 Vesey Street
New York, NY 10281         Attn: Capital Markets       New York, NY 10285
Attn: Capital Markets                                  Attn: Capital Markets







                                   SCHEDULE II
                                   -----------



                                                     Principal Amount
Name of Underwriter                              of Purchased Senior Notes
- -------------------                              -------------------------
                                              
Merrill Lynch, Pierce, Fenner & Smith                   $ 36,700,000
  Incorporated

Bear, Stearns & Co. Inc.                                  36,650,000

Lehman Brothers Inc.                                      36,650,000
                                                        ------------

        Total                                           $110,000,000
                                                        ------------
                                                        ------------

EX-1.02

                                                                    EXHIBIT 1.02









                        Oklahoma Gas and Electric Company

                                  Senior Notes

                             UNDERWRITING AGREEMENT


                                                                October 23, 1995

To the Representatives named in
Schedule I hereto of the Under-
writers named in Schedule II hereto.

Ladies and Gentlemen:

     1.   INTRODUCTION.  Oklahoma Gas and Electric Company, an Oklahoma
corporation (the "Company"), proposes to issue and sell $110,000,000 of its
6.250% Senior Notes, due October 15, 2000 (the "Senior Notes").  The Senior
Notes will be issued by the Company under its Indenture dated as of October 1,
1995 between the Company and Boatmen's First National Bank of Oklahoma, as
trustee (the "Trustee"), as amended and supplemented by Supplemental Indenture
No. 1 dated as of October 16, 1995 creating the series in which the Senior Notes
are to be issued.  The term "Indenture," as hereinafter used, means such
Indenture dated as of October 1, 1995, as so amended and supplemented.  The
Company proposes to sell to the underwriters named in Schedule II hereto (the
"Underwriters", which term, when the context permits, shall also include any
substitute underwriter as provided in Section 9 hereof) for whom you are acting
as Representatives (the "Representatives") Senior Notes in the aggregate
principal amount and with the terms specified in Schedule I hereto (the
"Purchased Senior Notes").  Until such time as all of the first mortgage bonds
of the Company (the "First Mortgage Bonds") issued prior to the date of the
Indenture have been retired through payment or redemption (the "Release Date"),
the Senior Notes will be secured as to payment of principal and interest by one
or more series of First Mortgage Bonds issued, pledged and delivered by the
Company to the Trustee.  Concurrently with the offering of the Senior Notes, the
Company proposes to issue and sell $110,000,000 of its 7.30% Senior Notes due
October 15, 2025 (the "Additional Senior Notes").  The sale of the Additional
Senior Notes and the Senior Notes are not contingent upon each other.

     2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company represents
and warrants to, and agrees with, the Underwriters that:



          (a)  The Company has filed with the Securities and Exchange Commission
(the "Commission") two registration statements on Form S-3 (having the file
numbers set forth in Schedule I hereto) relating to $220,000,000 aggregate
principal amount of its Senior Notes and First Mortgage Bonds, and the offering
thereof from time to time in accordance with Rule 415 under the Securities Act
of 1933, as amended (the "Act"), and has filed such amendments thereto as may
have been required to the date hereof.  Such registration statements have been
declared effective by the Commission.  Such registration statements and the
prospectus relating to the sale of the Senior Notes and the First Mortgage Bonds
by the Company constituting a part thereof, including all documents incorporated
therein by reference, as from time to time amended or supplemented pursuant to
the Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are collectively referred to herein as the "Registration Statement," and the
prospectus relating to the Senior Notes and the First Mortgage Bonds, including
all documents incorporated therein by reference, as from time to time amended or
supplemented pursuant to the Act or the Exchange Act, is referred to herein as
the "Prospectus"; provided that a supplement to the Prospectus relating to an
offering of Senior Notes other than the Purchased Senior Notes shall be deemed
to have supplemented the Prospectus only with respect to the offering of such
other Senior Notes.  All documents filed by the Company with the Commission
under the Exchange Act and incorporated or deemed to be incorporated by
reference in the Registration Statement or the Prospectus, as aforesaid, are
hereinafter referred to as the "Incorporated Documents."

          (b)  The Registration Statement, at the time it became effective,
complied and the Prospectus, at the time Registration Statement No. 33-61821
became effective, complied and each as of the date hereof comply and as of the
Closing Date, as hereinafter defined, will comply, in all material respects with
the requirements of the Act, the Exchange Act and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and the rules and regulations of
the Commission under such Acts; the Incorporated Documents, as of their
respective dates of filing with the Commission, complied as to form in all
material respects with the Exchange Act and the rules and regulations of the
Commission thereunder and any Incorporated Documents filed with the Commission
after the date of this Agreement will, when they are filed with the Commission,
comply in all material respects with the requirements of the Exchange Act and
the rules and regulations of the Commission thereunder; the Registration
Statement and any amendment thereto, at the time it became effective, did not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and the Prospectus, at the time Registration Statement No. 33-61821
became effective, did not, as of the date hereof does not and as of the Closing
Date will not contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not


                                        2


misleading; provided that the representations and warranties in this
Section 2(b) shall not apply to (A) that part of the Registration Statement
which constitutes the Statements of Eligibility and Qualification (Form T-1)
under the Trust Indenture Act (the "Statements of Eligibility") of the Trustee
and the trustee for the First Mortgage Bonds, (B) information contained in the
Registration Statement or the Prospectus relating to The Depository Trust
Company and its book-entry system, or (C) statements in or omissions from the
Registration Statement or the Prospectus made in reliance upon and in conformity
with information furnished to the Company in writing by any Representative
expressly for use in the Registration Statement or the Prospectus.

          (c)  Arthur Andersen LLP, the accountants who certified certain of the
financial statements included or incorporated by reference in the Registration
Statement or the Prospectus, are independent public accountants as required by
the Act and the rules and regulations of the Commission thereunder.

          (d)  The financial statements included or incorporated by reference in
the Prospectus present fairly the financial position, results of operations and
cash flows of the Company and its consolidated subsidiaries as at the respective
dates and for the respective periods specified and, except as otherwise stated
in the Prospectus, said financial statements have been prepared in conformity
with generally accepted accounting principles applied on a consistent basis
during the periods involved and the supporting schedules included in the
Registration Statement present fairly the information required to be stated
therein.  The Company has no material contingent obligation which is not
disclosed in the Prospectus.

          (e)  Except as set forth in or expressly contemplated by the
Prospectus, no material transaction has been entered into by the Company or any
of its subsidiaries otherwise than in the ordinary course of business and no
materially adverse change has occurred in the condition, financial or otherwise,
of the Company, or of the Company and its subsidiaries, taken as a whole, in
each case since the respective dates as of which information is given in the
Prospectus.

          (f)  The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Oklahoma, is qualified to do
business as a foreign corporation and is in good standing under the laws of the
State of Arkansas, and is not required to qualify to do business as a foreign
corporation in any other jurisdiction, and has the corporate power to own its
properties and carry on its business as now being conducted.

          (g)  Enogex Inc. ("Enogex") is a wholly-owned subsidiary of the
Company and has six subsidiaries, which are the only "subsidiaries" of the
Company as defined under Regulation S-X under the Exchange Act.  Enogex and each
of its subsidiaries are


                                        3


hereinafter referred to collectively as the "Subsidiaries" and individually as a
"Subsidiary."  Each Subsidiary is a corporation duly organized, validly existing
and in good standing under the laws of the State of Oklahoma and is duly
qualified as a foreign corporation in each jurisdiction in which its failure to
qualify would have a material adverse effect on the business or operations of
the Company and its Subsidiaries taken as a whole and has the corporate power to
own its properties and carry on its business as now being conducted; all of the
issued and outstanding capital stock of each Subsidiary has been duly authorized
and validly issued and is fully paid and non-assessable; and all the capital
stock of each Subsidiary (except for 20% of the issued and outstanding capital
stock of Centoma Gas Systems, Inc.) is owned by the Company free and clear of
any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

          (h)  Neither the Company nor any Subsidiary is in violation of its
Certificate of Incorporation, or in default in the performance or observance of
any material obligation, agreement, covenant or condition contained in any
mortgage or any material contract, indenture, mortgage, lease, note or other
instrument to which it is a party or by which it may be bound or to which any of
its properties or assets is subject, or materially in violation of any law,
administrative regulation or administrative, arbitration or court order, except
in each case to such extent as may be set forth in the Prospectus; and the
execution and delivery of this Agreement, the incurrence of the obligations
herein set forth and the consummation of the transactions herein contemplated
will not conflict with or constitute a breach of, or default under, the
Certificate of Incorporation or By-Laws of the Company or any Subsidiary or any
mortgage, contract, lease, note or other instrument to which the Company or any
Subsidiary is a party or by which it may be bound, or any law, regulation,
consent decree or administrative, arbitration or court order.

          (i)  The Corporation Commission of the State of Oklahoma (the
"Oklahoma Commission") and the Arkansas Public Service Commission (the "Arkansas
Commission") have each duly authorized the issuance and sale of the Senior Notes
and the First Mortgage Bonds on terms consistent with this Agreement.  No
consent of or approval by any other public board or body or administrative
agency, federal or state, is necessary to authorize the issuance and sale of the
Senior Notes and the First Mortgage Bonds, except that there must be compliance
with the securities laws of the states in which the Senior Notes and the First
Mortgage Bonds are to be sold.

          (j)  There is no pending or threatened suit or proceeding before any
court or governmental agency, authority or body or any arbitration involving the
Company or any Subsidiary required to be disclosed in the Prospectus which is
not adequately disclosed in the Prospectus and there are no contracts or
documents required to be filed as exhibits to the Registration Statement under
the 1933


                                        4


Act and the rules and regulations of the Commission thereunder which have not
been so filed.

          (k)  This Agreement has been duly authorized, executed and delivered
by the Company.

          (l)  The Company has sufficient authority under statutory provisions
or by grant of franchises or permits by municipalities or counties to conduct
its business as presently conducted and as described in the Registration
Statement and Prospectus.

          (m)  The Indenture and the First Mortgage Indenture (as defined
herein) are each in due and proper form, have been duly and validly executed and
delivered and are valid and enforceable instruments in accordance with their
terms, except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and to the extent that general equitable principles
may limit the right to obtain the remedy of specific performance of certain of
the obligations thereunder.  The Purchased Senior Notes are in due and proper
form and, when duly executed, authenticated and delivered to the Trustee against
the agreed consideration therefor, will be valid and enforceable obligations of
the Company in accordance with their terms.  The First Mortgage Bonds which are
delivered to the Trustee as security for the payment of principal of and
premium, if any, and interest on the Purchased Senior Notes are in due and
proper form and, when duly executed, authenticated and delivered to the Trustee
in accordance with the terms of the Indenture, will be valid and enforceable
obligations of the Company in accordance with their terms, secured by the lien
of and entitled to the benefits provided by the First Mortgage Indenture.

          (n)  The Company has good and sufficient title to each of the
principal plants and properties purported to be owned by it, subject to the lien
of the First Mortgage Indenture, and to permissible encumbrances as therein
defined.

          (o)  Except for changes contemplated by the Prospectus, the authorized
and outstanding capital stock of the Company is as set forth in the Prospectus.

          (p)  The Company meets the requirements for filing on Form S-3 under
the Act.

          Any certificate signed by any officer of the Company and delivered to
you or to counsel for the Underwriters shall be deemed a representation and
warranty by the Company to each Underwriter as to the matters covered thereby.

     3.   PURCHASE, OFFERING AND DELIVERY -- CLOSING DATE.  Subject to the terms
and conditions herein set forth, the Company agrees to sell to each Underwriter,
and each Underwriter agrees, severally and not jointly, to purchase from the
Company at the purchase price


                                        5


set forth in Schedule I hereto, the principal amount of the Purchased Senior
Notes set forth opposite such Underwriter's name in Schedule II hereto.  It is
understood that the Underwriters propose to offer the Purchased Senior Notes for
sale to the public as set forth in the Prospectus Supplement, as hereinafter
defined, relating to the Purchased Senior Notes.  The Company will deliver the
Purchased Senior Notes to the Representatives for the respective accounts of the
Underwriters (in fully registered form issued in such names and in such
denominations as the Representatives may direct by notice in writing to the
Company given at or prior to 3:00 P.M., Oklahoma City Time, on the second full
business day preceding the Closing Date, or, if no such direction is received,
in the names of the respective Underwriters), at the office specified in
Schedule I hereto, against payment of the purchase price thereof by wire
transfer or similar same day funds, payable to such account as the Company shall
direct by notice in writing to the Representatives given at or prior to 3:00
p.m. Oklahoma City Time on the second full business day preceding the Closing
Date.  The time and date of delivery and closing shall be the time and date
specified in Schedule I hereto; provided that such time or date may be
accelerated or extended by agreement between the Company and the
Representatives.  The time and date of such payment and delivery are herein
sometimes referred to as the "Closing Date."

          The Company agrees to make the Purchased Senior Notes available to the
Representatives at the office specified in Schedule I hereto for examination on
behalf of the Underwriters, not later than 11:00 A.M., Oklahoma City Time, on
the business day preceding the Closing Date.

          It is understood that the Representatives, either jointly or
individually, and not as representatives of the several Underwriters, may (but
shall not be obligated to) make payment to the Company on behalf of any
Underwriter or Underwriters.  Any such payment shall not relieve such
Underwriter or Underwriters from any of its or their other obligations
hereunder.

          The Representatives agree to deposit with the Company within two
business days after the date of this Agreement the amount set forth in
Schedule I hereto as the Oklahoma Real Estate Mortgage Tax.  It is understood
that such payment shall not constitute partial or full payment for the Purchased
Senior Notes, but shall be applied solely in accordance with Section 4(i)
hereof.


                                        6


     4.   AGREEMENTS.  The Company agrees with the several Underwriters that:

          (a)  Promptly following execution of this Agreement, the Company will
cause the Prospectus, including as part thereof a prospectus supplement relating
to the Purchased Senior Notes (the "Prospectus Supplement"), to be filed with
the Commission pursuant to Rule 424 and/or Rule 434 under the Act and the
Company will promptly advise the Representatives when such filing or mailing has
been made.  Prior to such filing or mailing, the Company will cooperate with the
Representatives in the preparation of the Prospectus Supplement to assure that
the Representatives have no reasonable objection to the form or content thereof
when filed.

          (b)  The Company will promptly advise the Representatives and confirm
in writing (i) when any amendment to the Registration Statement shall have
become effective, (ii) of the receipt of any comments from the Commission, (iii)
of any request by the Commission for any amendment of the Registration Statement
or amendment or supplement to the Prospectus or for any additional information,
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or threatening of
any proceeding for that purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Purchased Senior Notes or the First Mortgage Bonds for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose.  The
Company will not file any amendment to the Registration Statement or supplement
to the Prospectus with the Commission unless the Company has furnished you a
copy for your review prior to filing and will not file any such proposed
amendment or supplement to which the Representatives or counsel for the
Underwriters reasonably object.  The Company will use its best efforts to
prevent the issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.

          (c)  If, at any time when a prospectus relating to the Purchased
Senior Notes or the First Mortgage Bonds is required to be delivered under the
Act, any event occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or if it shall be
necessary to amend or supplement the Registration Statement or the Prospectus to
comply with the Act or the Exchange Act or the rules and regulations of the
Commission under such Acts, the Company promptly will prepare and file with the
Commission, subject to paragraph (b) of this Section 4, an amendment or
supplement or a filing pursuant to Section 13 or 14 of the Exchange Act which
will correct such statement or omission or an amendment which will effect such
compliance.

          (d)  The Company will make generally available to its security holders
and to the Representatives a consolidated earnings


                                        7


statement (which need not be audited) of the Company for the 12-month period
beginning after the date of the Prospectus Supplement, as soon as practicable
after the end of such 12-month period, which will satisfy the provisions of
Section 11(a) of the Act and the rules and regulations of the Commission
thereunder (including Rule 158 under the Act).

          (e)  The Company will furnish without charge to (i) each of the
Representatives and counsel for the Underwriters a signed copy of the
Registration Statement (but without exhibits incorporated by reference), as
originally filed, all amendments thereto filed prior to the Closing Date, all
Incorporated Documents (including exhibits, other than exhibits incorporated by
reference) and the Statements of Eligibility of the Trustee and the trustee for
the First Mortgage Bonds, (ii) each other Underwriter a conformed copy of the
Registration Statement (but without exhibits), as originally filed, all
amendments thereto (but without exhibits) and all Incorporated Documents (but
without exhibits other than the Company's latest annual report to shareowners)
and (iii) each Underwriter as many copies of the Prospectus and the Prospectus
Supplement and, so long as delivery of a prospectus by an Underwriter or dealer
may be required under the Act, any amendments thereof and supplements thereto
(but without Incorporated Documents or exhibits), as soon as available and in
such quantities as the Representatives may reasonably request.

          (f)  The Company will use its best efforts to arrange for the
qualification of the Purchased Senior Notes and the First Mortgage Bonds for
sale under the laws of such jurisdictions as the Representatives may designate
(provided that the Company shall not be obligated to qualify as a foreign
corporation in, or to execute or file any general consent to service of process
under the laws of, any jurisdiction), will maintain such qualifications in
effect so long as required for the distribution of the Purchased Senior Notes
and the First Mortgage Bonds and will arrange for the determination of the
legality of the Purchased Senior Notes and the First Mortgage Bonds for purchase
by institutional investors.

          (g)  Whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay all costs and
expenses incident to the performance of the obligations of the Company
hereunder, including, without limiting the generality of the foregoing, all
costs, taxes and expenses incident to the issue and delivery of the Purchased
Senior Notes and the First Mortgage Bonds to the Underwriters, all fees and
expenses of the Company's counsel and accountants, all costs and expenses
incident to the preparing, printing and filing of the Registration Statement
(including all exhibits thereto), any preliminary prospectus, the Prospectus,
the Prospectus Supplement and any amendments thereof or supplements thereto
(except the cost of amending or supplementing the Prospectus after ninety days
following the Closing Date, which shall be at the expense of the Underwriters
requesting same), all costs and expenses (including fees of counsel not
exceeding $10,000 and disbursements) incurred


                                        8


in connection with state securities law qualifications, examining the legality
of the Purchased Senior Notes and the First Mortgage Bonds for investment and
the rating of the Purchased Senior Notes, and all costs and expenses of the
printing and distribution of all documents prepared in connection with the
issuance and sale of the Purchased Senior Notes and the First Mortgage Bonds.
Except as provided in this Section 4(g), Section 7 and Section 8 hereof, the
Underwriters will pay all their own costs and expenses, including the fees of
their counsel and any advertising expenses in connection with any offers they
may make.

          (h)  Except for the issuance and sale of the Additional Senior Notes,
during the period beginning from the date of this Agreement and continuing to
the Closing Date, the Company will not offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company which mature more than
one year after the Closing Date and which are substantially similar to the
Purchased Senior Notes, without the prior written consent of the
Representatives; provided that in no event shall the foregoing period extend
more than fifteen business days from the date of this Agreement.

          (i)  The Company will use the amount deposited by the Representatives
with it pursuant to the last paragraph of Section 3 hereof to the extent
necessary to pay for the account of the several Underwriters, in the same
proportion as the principal amount of Purchased Senior Notes to be purchased by
each of them bears to the total principal amount of the Purchased Senior Notes,
any Oklahoma Real Estate Mortgage Tax required to be paid by them on the
Purchased Senior Notes and/or the First Mortgage Bonds.  Any amount not so
applied by the Company before the Closing Date shall be remitted in same day
funds by the Company to the Representatives for the account of the several
Underwriters on the Closing Date.

          (j)  The Company will apply the proceeds from the Purchased Senior
Notes in the manner indicated under the caption "Use of Proceeds" in the
Prospectus.

     5.   CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS.  The obligations of
the Underwriters to purchase and pay for the Purchased Senior Notes shall be
subject to the accuracy of the representations and warranties on the part of the
Company contained herein as of the date hereof and the Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:

          (a)  No stop order suspending the effectiveness of the Registration
Statement shall be in effect and no proceedings for that purpose shall then be
pending before, or threatened by, the Commission.

          (b)  The Company shall have delivered to the Trustee, as security for
the payment of the principal and interest on the


                                        9


Senior Notes, a series of First Mortgage Bonds (the "Bonds") in the same
aggregate principal amount and with the same stated rate or rates of interest
(or interest calculated in the same manner), payment dates, maturity dates and
redemption provisions as the Purchased Senior Notes they secure.  The Bonds will
be issued by the Company under its Trust Indenture dated February 1, 1945
between the Company and Boatmen's First National Bank of Oklahoma, as successor
trustee (the "First Mortgage Trustee") to The First National Bank and Trust
Company of Oklahoma City, as heretofore amended and supplemented and as to be
further amended and supplemented by the Supplemental Trust Indenture dated as of
October 1, 1995 creating the series in which the First Mortgage Bonds are to be
issued.  The term "First Mortgage Indenture," as hereinafter used, means such
Trust Indenture dated February 1, 1945, as so amended and supplemented.

          (c)  The Company shall have furnished to the Representatives the
opinion of Rainey, Ross, Rice & Binns, counsel for the Company, dated the
Closing Date, to the effect that:

               (i)  the Company is a legally existing corporation under the laws
     of the State of Oklahoma and has corporate power, right and authority to do
     business and to own property in the State of Oklahoma in the manner and as
     set forth in the Prospectus;

               (ii) the Indenture has been duly and validly executed and
     delivered by the Company, which has full power and authority to enter into
     and perform its obligations thereunder, and constitutes the binding and
     enforceable agreement of the Company in accordance with its terms, except
     as enforcement of provisions of the Indenture may be limited by bankruptcy
     or other applicable laws affecting the enforcement of creditors' rights;

              (iii) the Purchased Senior Notes and the First Mortgage Bonds have
     been duly and validly authorized by the Company and constitute valid and
     binding obligations of the Company;

               (iv) while, except as otherwise stated in said opinion, such
     counsel are not passing upon and do not assume responsibility for and shall
     not be deemed to have independently verified the accuracy, completeness or
     fairness of the Registration Statement or the Prospectus, nothing has come
     to the attention of such counsel that would lead them to believe that the
     Registration Statement at the time it became effective contained an untrue
     statement of a material fact or omitted to state a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading or that the Prospectus at the time it was filed pursuant to Rule
     424 and/or Rule 434 under the Act or on the Closing Date contained an
     untrue statement of a material fact or omitted to state a material fact
     necessary in order to make the


                                       10


     statements therein, in the light of the circumstances under which they were
     made, not misleading;

                (v) the execution and delivery of this Agreement have been duly
     authorized by the necessary action on the part of the Company and this
     Agreement constitutes the valid and binding agreement of the Company except
     to the extent that the provisions for indemnities may be held to be
     unenforceable as against public policy;

               (vi) except in localities where the Company has no franchises,
     which are relatively few and not of large population, and where the failure
     to have such franchises will not have a material adverse effect on the
     business or operations of the Company, the Company has sufficient authority
     under statutory provisions or by grant of franchises or permits by
     municipalities or counties to conduct its business in Oklahoma as presently
     conducted and as described in the Prospectus;

              (vii) such counsel does not know of any legal or governmental
     proceedings required to be described in the Prospectus which are not
     described as required, nor of any contracts or documents of a character
     required to be described in the Registration Statement or Prospectus or to
     be filed as exhibits to the Registration Statement which are not described
     and filed as required;

             (viii) the Indenture, the Purchased Senior Notes, the First
     Mortgage Indenture and the Bonds conform in all material respects to the
     statements concerning them in the Prospectus;

               (ix) all statements contained in the Registration Statement and
     Prospectus purporting to set forth the advice or the opinion of such
     counsel or to be based upon the opinion of such counsel correctly set forth
     the opinion of such counsel on such respective matters;

                (x) the execution and delivery of this Agreement and the
     issuance of the Purchased Senior Notes and the Bonds, and compliance with
     the provisions thereof, under the circumstances contemplated hereby and
     thereby, do not and will not violate the Certificate of Incorporation or
     By-Laws of the Company or any Subsidiary, or in any material respect
     conflict with or constitute on the part of the Company or any Subsidiary a
     breach of or default under any indenture, lease, mortgage, deed of trust,
     note, agreement or other instrument known to such counsel to which the
     Company or any Subsidiary is a party or any law, regulation, consent decree
     or administrative, arbitration or court order known to us to which the
     Company or any Subsidiary is subject;

               (xi) the Oklahoma Commission has duly issued its order
     authorizing the issuance by the Company of the Purchased


                                       11


     Senior Notes and the Bonds on terms consistent with this Agreement and, to
     the best of such counsel's knowledge, such order is still in force and
     effect; the issuance and sale of the Purchased Senior Notes to the
     Underwriters and the issuance of the Bonds to the First Mortgage Trustee
     are in conformity with the terms of such order; and no further approval,
     authorization, consent, certificate or order of any Oklahoma commission or
     regulatory authority is necessary with respect to the issuance and sale of
     the Purchased Senior Notes and the issuance of the Bonds by the Company as
     contemplated in this Agreement, other than approvals that may be required
     under Oklahoma state securities laws;

              (xii) each Subsidiary is a legally existing corporation under the
     laws of the State of Oklahoma, has corporate power, right and authority to
     do business and to own property in the State of Oklahoma in the manner and
     as set forth in the Prospectus, and is duly qualified as a foreign
     corporation in each jurisdiction in which its failure to qualify would have
     a material adverse effect on the business and operation of the Company and
     its Subsidiaries taken as a whole;

             (xiii) the First Mortgage Indenture has been duly and validly
     executed and delivered by the Company, which has full power and authority
     to enter into and perform its obligations thereunder, and constitutes the
     binding and enforceable agreement of the Company in accordance with its
     terms, except as enforcement of provisions of the First Mortgage Indenture
     may be limited by bankruptcy or other applicable laws affecting the
     enforcement of creditors' rights and except as provisions of the United
     States Bankruptcy Code may affect the validity of the lien thereof with
     respect to property acquired or proceeds realized by the Company after the
     commencement of bankruptcy proceedings with respect to the Company;

              (xiv) the Bonds have been duly and validly authorized by the
     Company, and constitute valid and binding obligations of the Company and,
     with like exception as noted in the foregoing subdivision (xiii), are
     entitled to the lien of and benefits provided by the First Mortgage
     Indenture;

               (xv) The First Mortgage Indenture is in proper form, conforming
     to the laws of the State of Oklahoma, to give and create the lien which it
     purports to create and has been and at the Closing Date is duly and
     properly recorded or filed in all places in Oklahoma necessary to
     effectuate the lien of the First Mortgage Indenture; and

              (xvi) The Bonds are equally and ratably secured with all other
     First Mortgage Bonds outstanding under the First Mortgage Indenture by the
     First Mortgage Indenture subject to the provisions of the First Mortgage
     Indenture relating to any sinking fund or a similar fund for the benefit of
     the first


                                       12


     mortgage bonds of any particular series. The First Mortgage Indenture
     constitutes a first mortgage lien, subject only to permissible
     encumbrances, as defined in the  First Mortgage Indenture, on all of the
     property, real, personal, and mixed (except as hereinafter noted), in
     Oklahoma now owned by the Company. The First Mortgage Indenture also
     constitutes a first mortgage lien, subject to permissible encumbrances as
     defined in the First Mortgage Indenture, on all property, real, personal,
     and mixed (except as hereinafter noted), hereafter acquired by the Company
     in Oklahoma in conformity with the terms of the First Mortgage Indenture,
     except as the United States Bankruptcy Code may affect the validity of the
     lien of the First Mortgage Indenture on property acquired after the
     commencement of a case under such Code, except as to the prior lien of the
     First Mortgage Trustee under the First Mortgage Indenture in certain events
     specified therein and except as otherwise provided in the First Mortgage
     Indenture in case of consolidation or merger.  There are excepted from the
     lien of the First Mortgage Indenture, as more fully set forth in the
     granting clauses thereof, (1) all shares of stock, bonds, notes, evidences
     of indebtedness and other securities other than such as may be or are
     required to be deposited from time to time with the First Mortgage Trustee,
     (2) cash other than such as may be or are required to be deposited from
     time to time with the First Mortgage Trustee, (3) contracts, claims, bills
     and accounts receivable, and choses in action other than such as may be or
     are required to be from time to time assigned to the First Mortgage
     Trustee, (4) motor vehicles, (5) any oil, gas and other minerals under or
     on lands owned by the Company, (6) goods, wares and merchandise, equipment
     and supplies acquired for the purpose of sale or resale in the usual course
     of business or for the purpose of consumption in the operation,
     construction or repair of any of the properties of the Company, and (7)
     certain properties specifically described in Schedule B to the First
     Mortgage Indenture not used or useful in the business of the Company.  The
     Company, except as to permissible encumbrances, as defined in the First
     Mortgage Indenture, has good and valid title to the real and fixed
     properties in Oklahoma and franchises from Oklahoma or federal authorities
     now owned by it; (however, such opinion need not cover titles to rights-of-
     way or easements for transmission or distribution lines).

          (d)  The Company shall have furnished to the Representatives the
opinion of Lawrence Chisenhall, Esq., counsel for the Company in the State of
Arkansas dated the Closing Date, to the effect that:

               (i)  the Company is duly qualified as a foreign corporation under
     the laws of the State of Arkansas and has corporate power, right and
     authority to do business and to own property in the State of Arkansas in
     the manner and as set forth in the Prospectus;


                                       13


               (ii) the First Mortgage Indenture is in proper form, conforming
     to the laws of the State of Arkansas, to give and create the lien which it
     purports to create and has been and at the Closing Date is duly and
     properly recorded or filed in all places in Arkansas necessary to
     effectuate the lien of the First Mortgage Indenture;

              (iii) the First Mortgage Indenture constitutes a first mortgage
     lien, subject only to permissible encumbrances, as defined in the First
     Mortgage Indenture, on all of the property, real, personal, and mixed
     (except as hereinafter noted), in Arkansas now owned by the Company. The
     First Mortgage Indenture also constitutes a first mortgage lien, subject to
     permissible encumbrances as defined in the First Mortgage Indenture, on all
     property, real, personal, and mixed (except as hereinafter noted) hereafter
     acquired by the Company in Arkansas in conformity with the terms of the
     First Mortgage Indenture, except as the United States Bankruptcy Code may
     affect the validity of the lien of the First Mortgage Indenture on property
     acquired after the commencement of a case under such Code, except as to the
     prior lien of the First Mortgage Trustee under the First Mortgage Indenture
     in certain events specified therein and except as otherwise provided in the
     First Mortgage Indenture in case of consolidation or merger. There are
     excepted from the lien of the First Mortgage Indenture, as more fully set
     forth in the granting clauses thereof, (1) all shares of stock, bonds,
     notes, evidences of indebtedness and other securities other than such as
     may be or are required to be deposited from time to time with the First
     Mortgage Trustee, (2) cash other than such as may be or are required to be
     deposited from time to time with the First Mortgage Trustee, (3) contracts,
     claims, bills and accounts receivable, and choses in action other than such
     as may be or are required to be from time to time assigned to the First
     Mortgage Trustee, (4) motor vehicles, (5) any oil, gas and other minerals
     under or on lands owned by the Company, (6) goods, wares and merchandise,
     equipment and supplies acquired for the purpose of sale or resale in the
     usual course of business or for the purpose of consumption in the
     operation, construction or repair of any of the properties of the Company,
     and (7) certain properties specifically described in Schedule B to the
     First Mortgage Indenture not used or useful in the business of the Company.
     The Company, except as to permissible encumbrances, as defined in the First
     Mortgage Indenture, has good and valid title to the real and fixed
     properties in Arkansas and franchises from Arkansas authorities now owned
     by it; (however, such opinion need not cover titles to rights-of-way or
     easements for transmission or distribution lines);

               (iv) except in localities where the Company has no franchises,
     which are relatively few and not of large population, and where the failure
     to have such franchises will not have a material adverse effect on the
     business or


                                       14


     operations of the Company, the Company has sufficient authority under
     statutory provisions or by grant of franchises or permits by municipalities
     or counties to conduct its business in Arkansas as presently conducted and
     as described in the Prospectus;

                (v) all statements contained in the Registration Statement and
     Prospectus purporting to set forth the advice or the opinion of such
     counsel or to be based upon the opinion of such counsel correctly set forth
     the opinion of such counsel on such respective matters;

               (vi) the Arkansas Commission has duly issued its order
     authorizing the issuance and sale by the Company of the Purchased Senior
     Notes and the issuance of the Bonds on terms consistent with this Agreement
     and such order is still in force and effect; the issuance and sale of the
     Purchased Senior Notes to the Underwriters and the issuance of the Bonds to
     the First Mortgage Trustee is in conformity with the terms of such order;
     and no further approval, authorization, consent, certificate or order of
     the Arkansas Commission or any other governmental or regulatory authority
     is necessary with respect to the issuance and sale of the Purchased Senior
     Notes and the issuance of the Bonds by the Company as contemplated in this
     Agreement, other than approvals that may be required under Arkansas state
     securities laws; and

              (vii) he is not handling any litigation relating to the Company
     except as set forth in a schedule attached to such opinion.

          (e)  The Company shall have furnished to the Representatives the
opinion of Gardner, Carton & Douglas, counsel for the Company, dated the Closing
Date, covering the matters set forth in subdivisions (i), (ii), (iii), (iv),
(v), (vii), (viii), (x), (xiii) and (xiv) of paragraph (c) of this Section 5 and
to the further effect that:

                (i) the Registration Statement has become effective under the
     Act and, to the best of the knowledge of said counsel, no proceedings for a
     stop order in respect thereof are pending or threatened under Section 8(d)
     or 8(e) of the Act;

               (ii) the Registration Statement and the Prospectus (except as to
     the financial statements and financial or statistical data contained or
     incorporated by reference therein, with respect to which said counsel need
     express no opinion) comply as to form, in all material respects, with the
     requirements of the Act, the Exchange Act and the Trust Indenture Act and
     the rules and regulations of the Commission under such Acts; and the
     Incorporated Documents (except as to the financial statements and financial
     or statistical data contained therein, with respect to which said counsel
     need


                                       15


     express no opinion) as of their respective dates of filing with the
     Commission complied as to form in all material respects with the Exchange
     Act and the rules and regulations of the Commission thereunder;

              (iii) the Indenture and the First Mortgage Indenture have each
     been qualified under the Trust Indenture Act as and to the extent required
     by the provisions of such Act; and

               (iv) all approvals, authorizations, consents, certificates or
     orders of any state or Federal commission or regulatory authority that are
     necessary with respect to the issuance and sale of the Purchased Senior
     Notes and the issuance of the Bonds by the Company as contemplated in this
     Agreement have been obtained, other than approvals that may be required
     under state securities laws.

          Such opinion may be subject to the reservation that, in giving such
opinion, said counsel have relied on the opinion of Rainey, Ross, Rice & Binns
as to all matters of Oklahoma law and on the opinion of Lawrence Chisenhall,
Esq. as to all matters of Arkansas law (including without limiting the foregoing
all opinions as to titles of the Company to its properties, the lien of the
First Mortgage Indenture thereon, the validity and sufficiency of franchises and
permits, and the validity and sufficiency of the orders described in subdivision
(xi) of subsection (c) of this Section 5 and subdivision (vi) of subsection (d)
of this Section 5), provided that such opinion shall state that said counsel
believes that the Underwriters and they are justified in relying on the opinions
of Rainey, Ross, Rice & Binns and of Lawrence Chisenhall, Esq.

          (f)  The Representatives shall have received from Jones, Day, Reavis &
Pogue, counsel for the Underwriters, such opinion or opinions, dated the Closing
Date, with respect to such matters related to the issuance and sale of the
Purchased Senior Notes as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents as they request for
the purpose of enabling them to pass upon such matters.

          (g)  At the Closing Date there shall not have been, since the
respective dates as of which information is given in the Registration Statement
and the Prospectus, any material adverse change in the condition, financial or
otherwise, of the Company or in the earnings, affairs or business prospects of
the Company, whether or not arising in the ordinary course of business, and the
Representatives  shall have received a certificate of the Chairman of the Board
and President or a Vice President of the Company, dated the Closing Date, to the
effect that (i) there has been no such material adverse change, (ii) the
representations and warranties contained in this Agreement are true and correct
with the same force and effect as though expressly made at and as of the Closing
Date, (iii) the Company has complied with all agreements and satisfied all
conditions on its part to be performed or


                                       16


satisfied at or prior to the Closing Date and (iv) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been initiated or, to their knowledge, threatened by the
Commission.

          (h)  At the date of this Agreement and at the Closing Date the
Representatives shall receive from Arthur Andersen LLP a letter (in form and
substance satisfactory to them) dated such dates to the effect that they are
independent public accountants within the meaning of the Act and the applicable
published rules and regulations thereunder and that the answer to Item 10 of
Form S-3 is correct insofar as it relates to them, and stating in effect that
(i) in their opinion, the financial statements and schedules audited by them and
contained in the Incorporated Documents comply as to form in all material
respects with the applicable accounting requirements of the Act, the Exchange
Act and the published rules and regulations thereunder; (ii) they have performed
limited procedures, not constituting an audit, including a reading of the latest
available unaudited interim financial statements of the Company and its
Subsidiaries, a reading of all recent minutes of meetings of the Board of
Directors, committees of the Board of Directors and shareowners of the Company
and its Subsidiaries, inquiries of officials of the Company and its Subsidiaries
responsible for financial and accounting matters and such other inquiries and
procedures as may be specified in such letter, and on the basis of such limited
review and procedures, nothing came to their attention which caused them to
believe that (a) any unaudited financial statements of the Company included or
incorporated by reference in the Registration Statement or Prospectus do not
comply as to form in all material respects with the applicable accounting
requirements of the Act, the Exchange Act and the rules and regulations
applicable thereto or are not stated on a basis substantially consistent with
that of the audited financial statements of the Company incorporated by
reference in the Registration Statement, or (b) as of a specified date not more
than five business days prior to the date of delivery of each such letter, there
was any decrease in the capital stock or any increase in the consolidated long-
term debt of the Company and its subsidiaries, or any decrease in consolidated
net assets, as compared with amounts shown in the most recent consolidated
balance sheet included or incorporated by reference in the Registration
Statement or for the period from the first day of the month next following the
date of said balance sheet to a specified date not more than five business days
prior to the date of delivery of each such letter there were any decreases, as
compared with the corresponding period in the preceding year, in operating
revenues, operating income and net income, except in all instances for changes
which the Prospectus discloses have occurred or may occur or which are described
in such letter; (iii) they have carried out specified procedures performed for
the purpose of comparing certain specified financial information and percentages
(which is limited to financial information derived from general accounting
records of the Company) included or incorporated by reference in the
Registration Statement with indicated amounts in the financial


                                       17


statements or accounting records of the Company and (excluding any questions of
legal interpretation) have found such information and percentages to be in
agreement with the relevant accounting and financial information of the Company
referred to in such letter in the description of the procedures performed by
them and (iv) they have read any unaudited financial statement information and
financial ratios set forth in the Prospectus Supplement and have performed
specified procedures with respect thereto set forth in such letter, and nothing
came to their attention which caused them to believe that such financial
information does not agree with the latest available unaudited interim financial
statements of the Company and its Subsidiaries or was not determined on a basis
substantially consistent with that of the corresponding amounts in the audited
financial statements incorporated by reference in the Registration Statement.
If additional unaudited financial information is included in the Prospectus,
appropriate statements with respect thereto shall also be set forth in such
letter.

          (i)  Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, there shall not have
been any change or decrease specified in the letter referred to in paragraph (h)
of this Section 5 which makes it impractical or inadvisable in the judgment of
the Representatives to proceed with the public offering or delivery of the
Purchased Senior Notes as contemplated by the Prospectus.

          (j)  Prior to the Closing Date, the Company shall have furnished to
the Representatives such further information, certificates and documents as the
Representatives may reasonably request.

          In giving the opinions contemplated by paragraphs (c), (d), (e) and
(f) of this Section 5, counsel may rely upon certificates of state officials as
to the Company's good standing and upon certificates of officers of the Company
as to matters of fact relevant to such opinions.  In giving such opinions,
counsel may assume (i) that the Purchased Senior Notes and the Bonds have been
executed on behalf of the Company by the manual or facsimile signatures of the
President or a Vice President and the Secretary or an Assistant Secretary of the
Company and have been manually authenticated by an authorized official of the
Trustee, (ii) that the signatures on all documents examined by them are genuine,
and (iii) the adequacy of the written information supplied by the
Representatives and the other Underwriters expressly for use in the Registration
Statement or the Prospectus.

          If any of the conditions specified in this Section 5 shall not have
been fulfilled when and as provided in this Agreement, or if any of the opinions
or certificates mentioned above or elsewhere in this Agreement shall not be in
all material respects reasonably satisfactory in form and substance to the
Representatives and their counsel, this Agreement and all


                                       18


obligations of the Underwriters hereunder may be canceled at, or at any time
prior to, the Closing Date by the Representatives.

     6.   CONDITIONS OF COMPANY'S OBLIGATION.  The obligation of the Company to
deliver the Purchased Senior Notes and the Bonds upon payment therefor shall be
subject to the following conditions:

          On the Closing Date the orders of the Oklahoma Commission and the
Arkansas Commission referred to in paragraph (i) of Section 2 hereof shall be in
full force and effect substantially in the form in which originally entered; the
Indenture and the First Mortgage Indenture, shall be qualified under the Trust
Indenture Act as and to the extent required by such Act; and no stop order
suspending the effectiveness of the Registration Statement shall be in effect
and no proceedings for that purpose shall then be pending before, or threatened
by, the Commission.

          In case any of the conditions specified above in this Section 6 shall
not have been fulfilled, this Agreement may be terminated by the Company by
delivering written notice of termination to the Representatives.   Any such
termination shall be without liability of any party to any other party except to
the extent provided in paragraph (g) of Section 4 and Section 7 hereof.

     7.   REIMBURSEMENT OF UNDERWRITERS' EXPENSES.  If the sale of the Purchased
Senior Notes provided for herein is not consummated because any condition to the
obligations of the Underwriters or the Company set forth in Section 5 or
Section 6 hereof, respectively, is not satisfied or because of any refusal,
inability or failure on the part of the Company to perform any agreement herein
or comply with any provision hereof other than by reason of a default by any of
the Underwriters, the Company will reimburse the Underwriters severally upon
demand for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel and any amounts deposited by the Representatives with
the Company for payment of the Oklahoma Real Estate Mortgage Tax) that shall
have been incurred by them in connection with the proposed purchase and sale of
the Purchased Senior Notes.

     8.   INDEMNIFICATION AND CONTRIBUTION.  (a) The Company agrees to indemnify
and hold harmless each Underwriter, the directors, officers, employees and
agents of each Underwriter and each person who controls any Underwriter within
the meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several (including any investigation,
legal or other expenses reasonably incurred in connection with, and any amount
paid in settlement of, any action, suit or proceeding or any claim asserted), to
which they or any of them may become subject under the Act, the Exchange Act or
other federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement as
originally filed or in any amendment


                                       19


thereof, or in any preliminary prospectus or the Prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state in any such document a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided that (i) the Company
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation thereof and (ii) such
indemnity with respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or liability purchased
any of the Purchased Senior Notes which are the subject thereof if such person
did not receive a copy of the Prospectus (or, if the Prospectus shall have been
amended or supplemented, the Prospectus as then amended or supplemented),
excluding the Incorporated Documents, at or prior to the confirmation of the
sale of such Purchased Senior Notes to such person in any case where such
delivery is required by the Act and the untrue statement or omission of a
material fact contained in such preliminary prospectus was corrected in the
Prospectus (or the Prospectus as then amended or supplemented).  This indemnity
agreement will be in addition to any liability which the Company may otherwise
have.

          (b)  Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representatives
specifically for use in the preparation of the documents referred to in the
foregoing indemnity.   This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have.

          (c)  Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under this Section 8.  In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying


                                       20


party will be entitled to participate therein and, to the extent that it may
elect by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; provided
that if the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties.  Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 8 for any legal or other expense
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Representatives in the case of subparagraph
(a), representing the indemnified parties under subparagraph (a) who are parties
to such action), (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).  Any indemnifying party shall not be
liable for any settlement of any action or claim effected without its written
consent, which consent may not be unreasonably withheld, but if settled with
such consent, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement.  No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
arising out of such proceeding.

          (d)  In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of this
Section 8 is due in accordance with its terms but is for any reason held by a
court to be unavailable from the Company on grounds of policy or otherwise, the
Company and the Underwriters shall contribute to the aggregate losses, claims,


                                       21


damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) to which the Company and one
or more of the Underwriters may be subject (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Underwriters from the offering of the Purchased Senior Notes or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above, but also the relative fault of the Company or
the Underwriters in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations.  The relative benefits received by the Company and the
Underwriters shall be deemed to be in the same respective proportions as the net
proceeds from the offering (before deducting expenses) received by the Company
and the underwriting discount received by the Underwriters, in each case as set
forth on the cover of the Prospectus Supplement, bear to the aggregate public
offering price of the Purchased Senior Notes.  The relative fault of the Company
and the Underwriters shall be determined by a reference to, among other things,
whether the untrue or alleged untrue statement of a material fact relates to
information supplied by the Company or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.  The Company and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this paragraph
(d) were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in the
foregoing provisions of this paragraph (d).  Notwithstanding the provisions of
this paragraph (d), (x) in no case shall any Underwriter (except as may be
provided in any Agreement Among Underwriters) be responsible for any amount in
excess of the aggregate underwriting discounts applicable to the Purchased
Senior Notes purchased by such Underwriter hereunder and (y) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The Underwriters' obligations to contribute
pursuant to this paragraph (d) are several (and not joint) in proportion to the
respective principal amount of Purchased Senior Notes to be purchased by each of
such Underwriters.  For purposes of this Section 8, each person who controls an
Underwriter within the meaning of the Act shall have the same rights to
contribution as such Underwriter, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the Company, subject
in each case to clauses (x) and (y) of this paragraph (d).  Any party entitled
to contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made


                                       22


against another party or parties under this paragraph (d), notify such party
from whom contributions may be sought, but the omission to so notify such party
or parties shall not relieve the party or parties from whom contribution may be
sought from any other obligation it or they may have hereunder or otherwise than
under this paragraph (d).

     9.   DEFAULT BY AN UNDERWRITER.  If any one or more of the Underwriters
shall fail to purchase and pay for the Purchased Senior Notes agreed to be
purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the Representatives may find one or more
substitute underwriters to purchase such Purchased Senior Notes or make such
other arrangements as the Representatives deem advisable or one or more of the
nondefaulting Underwriters may agree to purchase such Purchased Senior Notes in
such proportions as may be agreed upon by the Representatives, in each case upon
the terms set forth in this Agreement.  If no such arrangements have been made
within 36 hours after the Closing Date, each of the nondefaulting Underwriters
shall be obligated severally to take up and pay for (in the respective
proportions which the amounts of Purchased Senior Notes set forth opposite their
names in Schedule II hereto bear to the aggregate amount of Purchased Senior
Notes set opposite the names of all the nondefaulting remaining Underwriters)
the Purchased Senior Notes which the defaulting Underwriter or Underwriters
agreed but failed to purchase, provided that in the event that the aggregate
principal amount of Purchased Senior Notes which the defaulting Underwriter or
Underwriters agreed but failed to purchase shall exceed 10% of the aggregate
principal amount of the Purchased Senior Notes set forth in Schedule II hereto,
the nondefaulting Underwriters shall have the right to purchase all, but shall
not be under any obligation to purchase any, of the Purchased Senior Notes and
if such nondefaulting Underwriters do not purchase all the Purchased Senior
Notes, this Agreement will terminate without liability to any nondefaulting
Underwriter or the Company, except as provided in Section 11 hereof.  In the
event of a default by any Underwriter as set forth in this Section 9, the
Closing Date shall be postponed for such period, not exceeding seven days, as
the Representatives shall determine, in order that the required changes in the
Registration Statement and the Prospectus Supplement or in any other documents
or arrangements may be effected.  Nothing contained in this Agreement shall
relieve any defaulting Underwriter of its liability, if any, to the Company and
any nondefaulting Underwriter for damages occasioned by its default hereunder.

     10.  TERMINATION.  This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Purchased Senior Notes, if prior to such time
(i) there has been, since the date of this Agreement or since the respective
dates as of which information is given in the Registration Statement and the
Prospectus, any loss sustained by the Company or


                                       23


any Subsidiary by strike, fire, flood, accident or other calamity of such
character as to interfere materially with the conduct of the business and
operations of the Company and its Subsidiaries taken as a whole regardless of
whether or not such loss shall have been insured, or any material adverse change
in the earnings, affairs, condition (financial or otherwise) or business
prospects of the Company and its Subsidiaries taken as a whole, whether or not
arising in the ordinary course of business, (ii) trading in securities generally
on the New York Stock Exchange shall have been suspended or limited or
additional material governmental restrictions, not in force on the date of this
Agreement, have been imposed upon trading in securities generally, or minimum or
maximum prices for trading shall have been fixed, or maximum ranges for prices
for securities shall have been required on the New York Stock Exchange, by the
New York Stock Exchange or by order of the Commission or any other governmental
authority having jurisdiction, (iii) a banking moratorium shall have been
declared either by federal or New York State authorities, or (iv) there shall
have occurred any outbreak or material escalation of hostilities or other
calamity or crisis, the effect of which on the financial markets of the United
States is such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to market the Purchased Senior Notes.

     11.  REPRESENTATIONS AND INDEMNITIES TO SURVIVE.  The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors, employees, agents or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the Purchased
Senior Notes.  The provisions of Sections 7 and 8 hereof shall survive the
termination or cancellation of this Agreement.

     12.  NOTICES.  All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered in person or transmitted by any form of written telecommunication to
them at the address specified in Schedule I hereto, or, if sent to the Company,
will be mailed, delivered in person or transmitted by any form of written
telecommunication to it, at 101 North Robinson, Oklahoma City, Oklahoma  73101,
attention of James R. Hatfield, Treasurer.

     13.  SUCCESSORS.  This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns and
the officers, directors, employees, agents and controlling persons referred to
in Section 8 hereof, and no other person will have any right or obligation
hereunder.  The term "successors and assigns" as used in this Agreement shall
not include any purchaser, as such purchaser, of any of the Purchased Senior
Notes from any of the Underwriters.


                                       24


     14.  REPRESENTATION OF THE UNDERWRITERS.  The Representatives represent and
warrant to the Company that they are authorized to act as the representatives of
the Underwriters in the subject matter of this Agreement, and the
Representatives' execution and delivery of this Agreement and any action under
this Agreement taken by such Representatives will be binding upon all
Underwriters.

     15.  INTERPRETATION WHEN NO REPRESENTATIVES.  In the event no Underwriters
are named in Schedule II hereto, the term "Underwriters" shall be deemed for all
purposes of this Agreement to be the Underwriter or Underwriters named as such
in Schedule I hereto, the principal amount of the Purchased Senior Notes to be
purchased by any such Underwriter shall be that set opposite its name in
Schedule I hereto and all references to the "Representatives" shall be deemed to
be the Underwriter or Underwriters named in such Schedule I.

     16.  COUNTERPARTS.  This Agreement may be executed in counterparts all of
which, taken together, shall constitute a single agreement among the parties to
such counterparts.


                                       25


     17.  APPLICABLE LAW.  This Agreement will be governed by and construed in
accordance with the laws of the State of Oklahoma.

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.

                                        Very truly yours,

                                        OKLAHOMA GAS AND ELECTRIC COMPANY


                                        By
                                          -----------------------------------

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

BEAR, STEARNS & CO. INC.
MERRILL LYNCH, PIERCE,
  FENNER & SMITH INCORPORATED
LEHMAN BROTHERS INC.

By:  BEAR, STEARNS & CO. INC.


By
  ---------------------------

For themselves and the other
several Underwriters named in
Schedule II hereto.


                                       26


                                   SCHEDULE I

Registration Statement Nos.:  33-32870 and 33-61821

Representatives:    Bear, Stearns & Co. Inc., Merrill Lynch & Co. and Lehman
                    Brothers Inc.

Amount, Purchase Price and Description of Purchased Senior Notes:

     Aggregate Principal Amount:  $110,000,000

     Purchase Price:  99.090% of the aggregate principal amount

     Interest Rate:  6.25% per annum

     Initial Public Offering Price:  99.786% of the aggregate
                                     principal amount

     Dealer Discount:  0.5% of the aggregate principal amount

     Reallowance to Dealers:  0.25% of the aggregate principal
                              amount

Dated date:  October 27, 1995

Maturity:  October 15, 2000

Other Provisions:

     Time, Date and Place of Delivery and Payment:

          Time and Date -     11:00 a.m. New York City Time, October 27, 1995

          Place:    Jones, Day, Reavis & Pogue
                    599 Lexington Avenue
                    New York, New York  10022

Oklahoma Real Estate Mortgage Tax:  0.96%

Office for Examination of
  Purchased Senior Notes:     Bear, Stearns & Co. Inc., 245 Park Avenue, New
                              York, New York 10167

Address for Notices to Representatives pursuant to Section 12 of Underwriting
Agreement:

Bear, Stearns & Co. Inc.     Merrill Lynch & Co.       Lehman Brothers Inc.
245 Park Avenue              World Financial Ctr.      3 World Financial Ctr.
New York, NY 10167           250 Vesey Street          200 Vesey Street
Attn: Capital Markets        New York, NY 10281        New York, NY 10285
                             Attn: Capital Markets     Attn: Capital Markets




                                   SCHEDULE II




                                                     Principal Amount
Name of Underwriter                              of Purchased Senior Notes
- -------------------                              -------------------------
                                              
Bear, Stearns & Co. Inc.                                $ 36,700,000

Merrill Lynch, Pierce, Fenner & Smith                     36,650,000
  Incorporated

Lehman Brothers Inc.                                      36,650,000
                                                        ------------
        Total                                           $110,000,000
                                                        ------------
                                                        ------------

EX-4.01

                                                                  EXHIBIT 4.01



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




                          SUPPLEMENTAL INDENTURE NO. 1


                                      FROM


                            OKLAHOMA GAS AND ELECTRIC
                                     COMPANY


                                       TO


                          BOATMEN'S FIRST NATIONAL BANK
                                   OF OKLAHOMA


                                     TRUSTEE

                                    ---------


                          DATED AS OF OCTOBER 16, 1995





                            SUPPLEMENTAL TO INDENTURE
                           DATED AS OF OCTOBER 1, 1995



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





                                TABLE OF CONTENTS



     Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Recitals. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

                                   ARTICLE ONE
                       RELATION TO INDENTURE; DEFINITIONS

     SECTION 1.01 Integral Part of Indenture . . . . . . . . . . . . .  1
     SECTION 1.02 (a) Definitions. . . . . . . . . . . . . . . . . . .  1
                  (b) References to Articles and Sections. . . . . . .  2
                  (c) Terms Referring to this Supplemental Indenture .  2

                                   ARTICLE TWO
                 7.30% SENIOR NOTES, SERIES DUE OCTOBER 15, 2025

     SECTION 2.01 Designation and Principal Amount . . . . . . . . . .  2
     SECTION 2.02 Stated Maturity Date . . . . . . . . . . . . . . . .  2
     SECTION 2.03 Interest Payment Dates . . . . . . . . . . . . . . .  2
     SECTION 2.04 Office for Payment . . . . . . . . . . . . . . . . .  2
     SECTION 2.05 Redemption Provisions. . . . . . . . . . . . . . . .  2
     SECTION 2.06 Authorized Denominations . . . . . . . . . . . . . .  3
     SECTION 2.07 Related Series of First Mortgage Bonds . . . . . . .  3
     SECTION 2.08 Form of 7.30% Senior Notes, Series Due
                    October 15, 2025 . . . . . . . . . . . . . . . . .  3

                                  ARTICLE THREE
                6.250% SENIOR NOTES, SERIES DUE OCTOBER 15, 2000

     SECTION 3.01 Designation and Principal Amount . . . . . . . . . .  3
     SECTION 3.02 Stated Maturity Date . . . . . . . . . . . . . . . .  3
     SECTION 3.03 Interest Payment Dates . . . . . . . . . . . . . . .  3
     SECTION 3.04 Office for Payment . . . . . . . . . . . . . . . . .  3
     SECTION 3.05 Redemption Provisions. . . . . . . . . . . . . . . .  3
     SECTION 3.06 Authorized Denominations . . . . . . . . . . . . . .  4
     SECTION 3.07 Related Series of First Mortgage Bonds . . . . . . .  4
     SECTION 3.08 Form of 6.250% Senior Notes, Series Due
                    October 15, 2000 . . . . . . . . . . . . . . . . .  4




                                       (i)




                                  ARTICLE FOUR
                              ADDITIONAL COVENANTS

     SECTION 4.01 Limitations on Liens . . . . . . . . . . . . . . . .  4
     SECTION 4.02 Limitations on Sale and Lease-Back Transactions. . .  6
     SECTION 4.03 Definitions. . . . . . . . . . . . . . . . . . . . .  6

                                  ARTICLE FIVE
                                  MISCELLANEOUS

     SECTION 5.01 Recitals of fact, except as stated, are statements
                  of the Company . . . . . . . . . . . . . . . . . . .  8
     SECTION 5.02 Supplemental Indenture to be construed as a part
                  of the Indenture . . . . . . . . . . . . . . . . . .  8
     SECTION 5.03 (a) Trust Indenture Act to control . . . . . . . . .  8
                  (b) Severability of provisions contained in
                      Supplemental Indenture and Notes . . . . . . . .  8

     SECTION 5.04 References to either party in Supplemental Indenture
                  include successors or assigns. . . . . . . . . . . .  8
     SECTION 5.05 (a) Provision for execution in counterparts. . . . .  8
                  (b) Table of Contents and descriptive headings
                      of Articles not to affect meaning. . . . . . . .  8





                                      (ii)





     SUPPLEMENTAL INDENTURE NO. 1, made as of the 16th day of October, by and
between OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation duly organized and
existing under the laws of the State of Oklahoma (the "Company"), and Boatmen's
First National Bank of Oklahoma, a national banking association duly organized
and existing under the laws of the United States of America, as trustee (the
"Trustee"):

WITNESSETH:

     WHEREAS, the Company has heretofore executed and delivered its Indenture
(hereinafter referred to as the "Indenture"), made as of October 1, 1995; and

     WHEREAS, Section 2.05 of the Indenture provides that Notes shall be issued
in series and that a Company Order shall specify the terms of each series; and

     WHEREAS, the Company has this day delivered a Company Order setting forth
the terms of two series of Notes designated "7.30% Senior Notes, Series due
October 15, 2025" (hereinafter sometimes referred to as the "Senior Notes due
2025") and "6.250% Senior Notes, Series due October 15, 2000" (hereinafter
sometimes referred to as the "Senior Notes due 2000"); and

     WHEREAS, Section 13.01 of the Indenture provides that the Company and the
Trustee may enter into indentures supplemental thereto for the purposes, among
others, of establishing the form of Notes or establishing or reflecting any
terms of any Note and adding to the covenants of the Company; and

     WHEREAS, the execution and delivery of this Supplemental Indenture No. 1
(herein, "this Supplemental Indenture") have been duly authorized by a
resolution adopted by the Board of Directors of the Company;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to set forth the terms and conditions upon which the Senior
Notes due 2025 and the Senior Notes due 2000 are, and are to be, authenticated,
issued and delivered, and in consideration of the premises of the purchase and
acceptance of the Senior Notes due 2025 and Senior Notes due 2000 by the Holders
thereof and the sum of one dollar duly paid to it by the Trustee at the
execution of this Supplemental Indenture, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee for the equal
and proportionate benefit of the respective Holders from time to time of the
Senior Notes due 2025 and Senior Notes due 2000, as follows:

                                   ARTICLE ONE
                       RELATION TO INDENTURE; DEFINITIONS

     SECTION 1.01   This Supplemental Indenture constitutes an integral part of
the Indenture.

     SECTION 1.02   For all purposes of this Supplemental Indenture:


                                        1




          (a)  Capitalized terms used herein without definition shall have the
     meanings specified in the Indenture;

          (b)  All references herein to Articles and Sections, unless otherwise
     specified, refer to the corresponding Articles and Sections of this
     Supplemental Indenture No. 1; and

          (c)  The terms "hereof," "herein," "hereby," "hereto," "hereunder" and
     "herewith" refer to this Supplemental Indenture.

                                   ARTICLE TWO
                 7.30% SENIOR NOTES, SERIES DUE OCTOBER 15, 2025


     SECTION 2.01   There shall be a series of Notes designated the "7.30%
Senior Notes, Series due October 15, 2025" (the "Senior Notes due 2025").  The
Senior Notes due 2025 shall be limited to $110,000,000 aggregate principal
amount.

     SECTION 2.02   Except as otherwise provided in Section 2.05 hereof, the
principal amount of the Senior Notes due 2025 shall be payable on the stated
maturity date of October 15, 2025.

     SECTION 2.03   The Senior Notes due 2025 shall be dated their date of
authentication as provided in the Indenture and shall bear interest at the rate
of 7.30% per annum, payable semi-annually on April 15 and October 15 of each
year, commencing April 15, 1996.  The Regular Record Dates with respect to such
April 15 and October 15 interest payment dates shall be March 31 and September
30, respectively.  Principal and interest shall be payable to the persons and in
the manner provided in Sections 2.04 and 2.12 of the Indenture.

     SECTION 2.04   The Senior Notes due 2025 shall be payable at the corporate
trust office of the Trustee and at the offices of such paying agents as the
Company may appoint by Company Order in the future.

     SECTION 2.05   The Senior Notes due 2025 shall not be redeemable prior to
October 15, 2005.  On or after October 15, 2005, the Company, at its option, may
redeem all, or, from time to time, any part of the Senior Notes due 2025, upon
notice as provided in the Indenture at the following redemption prices
(expressed as a percentage of the principal amount) during the 12-month periods
beginning:



       Year                        Redemption Price
       ----                        ----------------

October 15, 2005                        103.261
October 15, 2006                        102.935
October 15, 2007                        102.609
October 15, 2008                        102.283


                                        2




October 15, 2009                        101.957
October 15, 2010                        101.631
October 15, 2011                        101.304
October 15, 2012                        100.978
October 15, 2013                        100.652
October 15, 2014                        100.326


and at 100% of principal amount at all times on and after October 15, 2015,
plus, in each case, accrued interest to the date of redemption.

The Senior Notes due 2025 shall not be subject to any sinking fund.

     SECTION 2.06   The Senior Notes due 2025 shall be issued in fully
registered form without coupons in denominations of $1,000 and integral
multiples thereof.

     SECTION 2.07   The related series of Senior Note First Mortgage Bonds for
the Senior Notes due 2025 is the Company's First Mortgage Bonds, Senior Note
Series A.

     SECTION 2.08   The Senior Notes due 2025 shall initially be in the form
attached as Exhibit A to the Indenture.

                                  ARTICLE THREE
                6.250% SENIOR NOTES, SERIES DUE OCTOBER 15, 2000

     SECTION 3.01   There shall be a series of Notes designated the "6.250%
Senior Notes, Series due October 15, 2000" (the "Senior Notes due 2000").  The
Senior Notes due 2000 shall be limited to $110,000,000 aggregate principal
amount.

     SECTION 3.02   The principal amount of the Senior Notes due 2000 shall be
payable on the stated maturity date of October 15, 2000.

     SECTION 3.03   The Senior Notes due 2000 shall be dated their date of
authentication as provided in the Indenture and shall bear interest at the rate
of 6.250% per annum, payable semi-annually on April 15 and October 15 of each
year, commencing April 15, 1996.  The Regular Record Dates with respect to such
April 15 and October 15 interest payment dates shall be March 31 and September
30, respectively.  Principal and interest shall be payable to the persons and in
the manner provided in Sections 2.04 and 2.12 of the Indenture.

     SECTION 3.04   The Senior Notes due 2000 shall be payable at the corporate
trust office of the Trustee and at the offices of such paying agents as the
Company may appoint by Company Order in the future.

     SECTION 3.05   The Senior Notes due 2000 shall not be redeemable at the
option of the Company prior to stated maturity for any reason and are not
subject to any sinking fund.


                                        3




     SECTION 3.06   The Senior Notes due 2000 shall be issued in fully
registered form without coupons in denominations of $1,000 and integral
multiples thereof.

     SECTION 3.07   The related series of Senior Note First Mortgage Bonds for
the Senior Notes due 2000 shall be the First Mortgage Bonds, Senior Note Series
B.

     SECTION 3.08   The Senior Notes due 2000 shall initially be in the form
attached as Exhibit A to the Indenture.

                                  ARTICLE FOUR
                              ADDITIONAL COVENANTS

     SECTION 4.01

     (a)  From and after the Release Date and so long as any Senior Notes due
2025 or Senior Notes due 2000 are outstanding, the Company will not issue,
assume or guarantee any Debt secured by any mortgage, security interest, pledge
or lien (herein referred to as a "mortgage") of or upon any Operating Property
of the Company, whether owned at the date of the Indenture or thereafter
acquired, and will not permit to exist any Debt secured by a mortgage on any
Operating Property created on or prior to the Release Date, without in any such
case effectively securing, on the later to occur of the issuance, assumption or
guaranty of any such Debt or the Release Date, the outstanding Senior Notes due
2025 and Senior Notes due 2000 (together with, if the Company shall so
determine, any other Notes or indebtedness or obligation of or guaranteed by the
Company ranking senior to, or equally with, the Notes and then existing or
thereafter created) equally and ratably with such Debt; provided, however, that
the foregoing restriction shall not apply to Debt secured by any of the
following:

     (1)  mortgages on any property existing at the time of acquisition thereof;

     (2)  mortgages on property of a corporation existing at the time such
corporation is merged into or consolidated with the Company, or at the time of a
sale, lease or other disposition of the properties of such corporation or a
division thereof as an entirety or substantially as an entirety to the Company,
provided that such mortgage as a result of such merger, consolidation, sale,
lease or other disposition is not extended to property owned by the Company
immediately prior thereto;

     (3)  mortgages on property to secure all or part of the cost of acquiring,
substantially repairing or altering, constructing, developing or substantially
improving such property, or to secure indebtedness incurred to provide funds for
any such purpose or for reimbursement of funds previously expended for any such
purpose, provided such mortgages are created or assumed contemporaneously with,
or within 18 months after, such acquisition or completion of substantial repair
or alteration, construction, development or substantial improvement or within
six months thereafter pursuant to a commitment for financing arranged with a
lender or investor within such 18 month period;


                                        4




     (4)  mortgages in favor of the United States of America or any State
thereof, or any department, agency or instrumentality or political subdivision
of the United States of America or any state thereof, or for the benefit of
holders of securities issued by any such entity, to secure any Debt incurred for
the purpose of financing all or any part of the purchase price or the cost of
substantially repairing or altering, constructing, developing or substantially
improving the property subject to such mortgages; or

     (5)  any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any mortgage referred to in
the foregoing clauses (1) to (4), inclusive; provided, however, that the
principal amount of indebtedness secured thereby and not otherwise authorized by
said clauses (1) to (4), inclusive, shall not exceed the principal amount of
indebtedness, plus any premium or fee payable in connection with any such
extension, renewal or replacement, so secured at the time of such extension,
renewal or replacement.

     (b)  Notwithstanding the provisions of Section 4.01(a), from and after the
Release Date and so long as any Senior Notes due 2025 or Senior Notes due 2000
are outstanding, the Company may issue, assume or guarantee Debt, or permit to
exist Debt, secured by mortgages which would otherwise be subject to the
restrictions of Section 4.01(a) up to an aggregate principal amount that,
together with the principal amount of all other Debt of the Company secured by
mortgages (other than mortgages permitted by Section 4.01(a) that would
otherwise be subject to the foregoing restrictions) and the Value of all Sale
and Lease-Back Transactions in existence at such time (other than any Sale and
Lease-Back Transaction that, if such Sale and Lease-Back Transaction had been a
mortgage, would have been permitted by Section 4.01(a), other than Sale and
Lease-Back Transactions permitted by Section 4.02 because the commitment by or
on behalf of the purchaser was obtained no later than 18 months after the later
of events described in clause (i) or (ii) of Section 4.02, and other than Sale
and Lease-Back Transactions as to which application of amounts have been made in
accordance with clause (z) of Section 4.02), does not at the time exceed the
greater of 10% of Net Tangible Assets or 10% of Capitalization.

     (c)  If at any time the Company shall issue, assume or guarantee any Debt
secured by any mortgage and if Section 4.01(a) requires that the outstanding
Senior Notes due 2025 or outstanding Senior Notes due 2000 be secured equally
and ratably with such Debt, the Company will promptly execute, at its expense,
any instruments necessary to so equally and ratably secure such series of Notes
and deliver the same to the Trustee along with:

               (1)  An Officers' Certificate stating that the covenant of
                    the Company contained in Section 4.01(a) has been
                    complied with; and

               (2)  An Opinion of Counsel to the effect that such covenant
                    has been complied with, and that any instruments
                    executed by the Company in the performance of such
                    covenant comply with the requirements of such covenant.

     In the event that the Company shall hereafter secure outstanding Senior
Notes due 2025 or outstanding Senior Notes due 2000 equally and ratably with any
other obligation or


                                        5




indebtedness (including other Notes) pursuant to the provisions of this Section
4.01, the Trustee is hereby authorized to enter into an indenture or agreement
supplemental hereto and to take such action, if any, as it may deem advisable to
enable it to enforce effectively the rights of the holders of such series of
Notes so secured, equally and ratably with such other obligation and
indebtedness.

     SECTION 4.02.  From and after the Release Date and so long as any Senior
Notes due 2025 or Senior Notes due 2000 are outstanding, the Company will not
enter into any Sale and Lease-Back Transaction with respect to any Operating
Property and will not permit to remain in effect any Sale and Lease-Back
Transaction entered into on or prior to the Release Date with respect to any
Operating Property if, in any case, the commitment by or on behalf of the
purchaser is obtained more than 18 months after the later of (i) the completion
of the acquisition, substantial repair or alteration, construction, development
or substantial improvement of such Operating Property or (ii) the placing in
operation of such Operating Property or of such Operating Property as so
substantially repaired or altered, constructed, developed or substantially
improved, unless (x) the Company would be entitled pursuant to Section 4.01(a)
to issue, assume or guarantee Debt secured by a mortgage on such Operating
Property without equally and ratably securing the Notes of this Series or (y)
the Company would be entitled pursuant to Section 4.01(b), after giving effect
to such Sale and Lease-Back Transaction, to incur $1.00 of additional Debt
secured by mortgages (other than mortgages permitted by Section 4.01(a)) or (z)
the Company shall apply or cause to be applied, in the case of a sale or
transfer for cash, an amount equal to the net proceeds thereof (but not in
excess of the net book value of such Operating Property at the date of such sale
or transfer) and, in the case of a sale or transfer otherwise than for cash, an
amount equal to the fair value (as determined by the Board of Directors) of the
Operating Property so leased, to the retirement, within 180 days after the later
to occur of the effective date of such Sale and Lease-Back Transaction or the
Release Date, of Notes or other Debt of the Company ranking senior to, or
equally with, the Notes; provided, however, that any such retirement of Notes
shall be in accordance with the terms and provisions of the Indenture and the
Notes and provided, further, that the amount to be applied to such retirement of
Notes or other Debt shall be reduced by an amount equal to the sum of (a) an
amount equal to the redemption price with respect to Notes delivered within such
180-day period to the Trustee for retirement and cancellation and (b) the
principal amount, plus any premium or fee paid in connection with any redemption
in accordance with the terms of other Debt voluntarily retired by the Company
within such 180-day period, excluding in each case retirements pursuant to
mandatory sinking fund or prepayment provisions and payments at maturity.

     SECTION 4.03.  Definitions

     For purposes of Section 4.01 and Section 4.02, the following terms shall
have the following meanings:

     CAPITALIZATION:  The term "Capitalization" shall mean the total of all the
following items appearing on, or included in, the balance sheet of the Company:

          (1)  liabilities for indebtedness maturing more than 12 months from
     the date of determination; and


                                        6




          (2)  common stock, preferred stock, capital surplus, premium on
     capital stock, capital in excess of par value and retained earnings
     (however the foregoing may be designated), less to the extent not otherwise
     deducted, the cost of shares of capital stock of the Company held in its
     treasury.

     Capitalization shall be determined in accordance with generally accepted
accounting principles and practices applicable to the type of business in which
the Company is engaged and that are approved by independent accountants
regularly retained by the Company, and may be determined as of a date not more
than 60 days prior to the happening of an event for which such determination is
being made.

     DEBT:  The term "Debt" shall mean any outstanding debt for money borrowed.

     NET TANGIBLE ASSETS:  The term "Net Tangible Assets" shall mean the amount
shown as total assets on the balance sheet of the Company, less the following:

          (1)  intangible assets including, but without limitation, such items
     as goodwill, trademarks, trade names, patents and unamortized debt discount
     and expense carried as an asset on said balance sheet; and

          (2)  appropriate adjustments, if any, on account of minority
     interests.

     Net Tangible Assets shall be determined in accordance with generally
accepted accounting principles and practices applicable to the type of business
in which the Company is engaged and that are approved by the independent
accountants regularly retained by the Company, and may be determined as of a
date not more than 60 days prior to the happening of the event for which such
determination is being made.

     OPERATING PROPERTY:  The term "Operating Property" shall mean (i) any
interest in real property owned by the Company and (ii) any asset owned by the
Company that is depreciable in accordance with generally accepted accounting
principles.

     SALE AND LEASE-BACK TRANSACTION:  The term "Sale and Lease-Back
Transaction" shall mean any arrangement with any person providing for the
leasing to the Company of any Operating Property (except for temporary leases
for a term, including any renewal thereof, of not more than 48 months), which
Operating Property has been or is to be sold or transferred by the Company to
such person.

     VALUE:  The term "Value" shall mean, with respect to a Sale and Lease-Back
Transaction, as of any particular time, the amount equal to the greater of (1)
the net proceeds to the Company from the sale or transfer of the property leased
pursuant to such Sale and Lease-Back Transaction or (2) the net book value of
such property, as determined in accordance with generally accepted accounting
principles by the Company at the time of entering into such Sale and Lease-Back
Transaction, in either case multiplied by a fraction, the numerator of which
shall be equal to the number of full years of the term of the lease that is part
of such Sale and Lease-Back Transaction


                                        7




remaining at the time of determination and the denominator of which shall be
equal to the number of full years of such term, without regard, in any case, to
any renewal or extension options contained in such lease.

                                  ARTICLE FIVE
                                  MISCELLANEOUS

     SECTION 5.01   The recitals of fact herein and in the Senior Notes due 2025
and in the Senior Notes due 2000 (except the Trustee's Certificate) shall be
taken as statements of the Company and shall not be construed as made by the
Trustee.

     SECTION 5.02   This Supplemental Indenture shall be construed in connection
with and as a part of the Indenture.

     SECTION 5.03

     (a)  If any provision of this Supplemental Indenture limits, qualifies, or
conflicts with another provision of the Indenture required to be included in
indentures qualified under the Trust Indenture Act of 1939 (as enacted prior to
the date of this Supplemental Indenture) by any of the provisions of
Sections 310 to 317, inclusive, of the said Act, such required provisions shall
control.

     (b)  In case any one or more of the provisions contained in this
Supplemental Indenture or in the notes issued hereunder should be invalid,
illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected, impaired, prejudiced or disturbed thereby.

     SECTION 5.04   Whenever in this Supplemental Indenture either of the
parties hereto is named or referred to, this shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements in
this Supplemental Indenture contained by or on behalf of the Company or by or on
behalf of the Trustee shall bind and inure to the benefit of the respective
successors and assigns of such parties, whether so expressed or not.

     SECTION 5.05

     (a)  This Supplemental Indenture may be simultaneously executed in several
counterparts, and all said counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.

     (b)  The Table of Contents and the descriptive headings of the several
Articles of this Supplemental Indenture were formulated, used and inserted in
this Supplemental Indenture for convenience only and shall not be deemed to
affect the meaning or construction of any of the provisions hereof.


                                        8




     IN WITNESS WHEREOF, OKLAHOMA GAS AND ELECTRIC COMPANY has caused this
Supplemental Indenture to be signed by its President or a Vice President, and
attested by its Secretary or an Assistant Secretary and Boatmen's First National
Bank of Oklahoma, has caused this Supplemental Indenture to be signed by its
President or a Vice President, and attested by a Vice President, as of October
16, 1995.

                                   OKLAHOMA GAS AND ELECTRIC COMPANY



                                   By:                          , Vice President
                                       ------------------------

ATTEST:


                    , VICE PRESIDENT.
- -------------------



                                   BOATMEN'S FIRST NATIONAL BANK OF
                                     OKLAHOMA, as Trustee



                                   By:                          , Vice President
                                       -------------------------
ATTEST:


                      , ASSISTANT SECRETARY.
- ----------------------





                                        9

EX-4.02

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

                          SUPPLEMENTAL TRUST INDENTURE

                                      FROM

                                      GAS
                                      ----
                              OKLAHOMA   ELECTRIC
                                      AND

                                    COMPANY

                                       TO

                         BOATMEN'S FIRST NATIONAL BANK

                                  OF OKLAHOMA

                                    TRUSTEE

                                   ---------

                             DATED OCTOBER 1, 1995

                                   ---------

                        SUPPLEMENTAL TO TRUST INDENTURE

                             DATED FEBRUARY 1, 1945

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

                               TABLE OF CONTENTS

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

                                                                            PAGE
Parties...................................................................     1
Recitals..................................................................     1
Form of Bond..............................................................     3
Form of Trustee's Certificate.............................................     5
Further Recitals..........................................................     5

                               ARTICLE I.
              SPECIFIC SUBJECTION OF PROPERTY TO THE LIEN
                       OF THE ORIGINAL INDENTURE

SECTION 1.01 --       Grant   of  certain   property,  including  personal
                      property to comply with the Uniform Commercial Code,
                      subject  to  permissible   encumbrances  and   other
                      exceptions contained in Original Indenture..........     6

                               ARTICLE II.
         FORM AND EXECUTION OF BONDS OF SENIOR NOTE SERIES A

SECTION 2.01 --       Terms of bonds of Senior Note Series A..............     7
SECTION 2.02 --       Bonds of Senior Note Series A deemed fully paid upon
                      payment of Senior Notes.............................     8
SECTION 2.03 --       Redemption   provisions   may  be   incorporated  by
                      reference...........................................     8
SECTION 2.04 --       Interchangeability   of   bonds   of   Senior   Note
                      Series A............................................     8
SECTION 2.05 --       Charges for exchange or transfer of bonds...........     8

                                       I


                                                                
                              ARTICLE III.
         FORM AND EXECUTION OF BONDS OF SENIOR NOTE SERIES B

SECTION 3.01 --       Terms of bonds of Senior Note Series B..............     8
SECTION 3.02 --       Bonds of Senior Note Series B deemed fully paid upon
                      payment of Senior Notes.............................     9
SECTION 3.03 --       Redemption   provisions   may  be   incorporated  by
                      reference...........................................     9
SECTION 3.04 --       Interchangeability   of   bonds   of   Senior   Note
                      Series B............................................     9
SECTION 3.05 --       Charges for exchange or transfer of bonds...........     9

                                                  ARTICLE IV.
    REDEMPTION OF BONDS OF SENIOR NOTE SERIES A AND OF SENIOR NOTE SERIES B

SECTION 4.01 --       Redemption of Bonds.................................    10
SECTION 4.02 --       Sinking Fund for Bonds..............................    10
SECTION 4.03 --       Payment on Redemption...............................    10
SECTION 4.04 --       Other Principal Repayments..........................    10

                                                  ARTICLE V.
         FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE
SECTION 5.01 --       Names and addresses of debtor and secured party.....    11
SECTION 5.02 --       Property subject to lien............................    11
SECTION 5.03 --       Maturity  dates and principal amounts of obligations
                      secured.............................................    11
SECTION 5.04 --       Financing Statement adopted  for all First  Mortgage
                      Bonds listed in Section 5.03........................    11
SECTION 5.05 --       Recording  data  for  Original  Indenture  and prior
                      Supplemental Indentures.............................    12
SECTION 5.06 --       Financing  Statement  covers  additional  series  of
                      First Mortgage Bonds................................    12



                                       II


                                                                
                              ARTICLE VI.
                             MISCELLANEOUS

SECTION 6.01 --       Recitals  of fact, except  as stated, are statements
                      of the Company......................................    12
SECTION 6.02 --       Supplemental Trust Indenture  to be  construed as  a
                      part of the Original Indenture......................    12
SECTION 6.03 -- (a)   Trust Indenture Act to control......................    12
                (b)   Severability of provisions contained in Supplemental
                      Trust Indenture and bonds...........................    13
SECTION 6.04 --       Word  "Indenture"  as  used herein  includes  in its
                      meaning the  Original Indenture  and all  indentures
                      supplemental thereto................................    13
SECTION 6.05 --       References  to  either party  in  Supplemental Trust
                      Indenture include successors or assigns.............    13
SECTION 6.06 -- (a)   Provision for execution in counterparts.............    13
                (b)   Table  of  Contents  and  descriptive  headings   of
                      Articles not to affect meaning......................    13
SCHEDULE A................................................................   A-1



                                      III

    SUPPLEMENTAL  TRUST INDENTURE, made as  of the first day  of October 1995 by
and between  OKLAHOMA GAS  AND ELECTRIC  COMPANY, a  corporation duly  organized
under  the laws of the Territory of Oklahoma and existing under and by virtue of
the laws of the State  of Oklahoma, having its principal  office in the City  of
Oklahoma  City,  in said  State of  Oklahoma  (hereinafter sometimes  called the
"Company"), the party of  the first part, and  Boatmen's First National Bank  of
Oklahoma,  a national banking association duly  organized and existing under the
National Banking Laws  of the  United States  of America,  having its  principal
office in the City of Oklahoma City, in the State of Oklahoma, as Trustee, party
of the second part:

                                  WITNESSETH:

    WHEREAS,  the  Company  has  heretofore  executed  and  delivered  its Trust
Indenture (hereinafter  referred to  as the  "Original Indenture"),  made as  of
February  1,  1945, whereby  the  Company granted,  bargained,  sold, warranted,
released, conveyed,  assigned, transferred,  mortgaged,  pledged, set  over  and
confirmed unto the trustee under said indenture and to its respective successors
in  trust (herein  the "Trustee"), all  property, real, personal  and mixed then
owned or thereafter acquired or to be acquired by the Company (except as therein
excepted from  the lien  thereof) and  subject  to the  rights reserved  by  the
Company  in and by the provisions of the  Original Indenture, to be held by said
Trustee and its respective successors in trust in accordance with the provisions
of the Original Indenture for the equal pro rata benefit and security of all and
each of the  bonds issued and  to be  issued thereunder in  accordance with  the
provisions thereof; and

    WHEREAS,  The First  National Bank  and Trust  Company of  Oklahoma City was
formerly the Trustee under the Original Indenture as supplemented; and

    WHEREAS, pursuant to Article XVI of the Original Indenture, Boatmen's  First
National  Bank  of Oklahoma  has  succeeded The  First  National Bank  and Trust
Company  of  Oklahoma  City  as   Trustee  under  the  Original  Indenture,   as
supplemented; and

    WHEREAS,  Section 2.01 of the Original  Indenture provides that bonds may be
issued thereunder in one  or more series, each  series to have such  distinctive
designation as the Board of Directors of the Company may select for such series;
and

    WHEREAS, the Company has heretofore issued in accordance with the provisions
of  the Original Indenture, bonds of  a series designated "First Mortgage Bonds,
Series due February 1, 1975," bearing interest at the rate of 2 3/4% per  annum,
which were paid at maturity and are no longer outstanding; and

    WHEREAS,  the Company has  heretofore executed and  delivered to the Trustee
the following additional  Supplemental Trust  Indentures which,  in addition  to
conveying,  assigning,  transferring,  mortgaging,  pledging,  setting  over and
confirming to  the  Trustee,  and  its  respective  successors  in  said  trust,
additional property acquired by it subsequent to the preparation of the Original
Indenture and

                                       1

of  the next preceding Supplemental Trust Indenture and adding to the covenants,
conditions  and  agreements  of   the  Original  Indenture  certain   additional
covenants,  conditions and agreements to be observed by the Company, created the
following series of First Mortgage Bonds:



               DATE OF
     SUPPLEMENTAL TRUST INDENTURE                       DESIGNATION OF SERIES
- --------------------------------------  ------------------------------------------------------
                                     
December 1, 1948......................  Series due December 1, 1978 (redeemed)
June 1, 1949..........................  Series due June 1, 1979 (paid at maturity)
May 1, 1950...........................  Series due May 1, 1980 (paid at maturity)
March 1, 1952.........................  Series due March 1, 1982 (paid at maturity)
June 1, 1955..........................  Series due June 1, 1985 (paid at maturity)
January 1, 1957.......................  Series due January 1, 1987 (paid at maturity)
June 1, 1958..........................  Series due June 1, 1988 (paid at maturity)
March 1, 1963.........................  Series due March 1, 1993 (paid at maturity)
March 1, 1965.........................  Series due March 1, 1995 (paid at maturity)
January 1, 1967.......................  Series due January 1, 1997
January 1, 1968.......................  Series due January 1, 1998
January 1, 1969.......................  Series due January 1, 1999
January 1, 1970.......................  Series due January 1, 2000
January 1, 1972.......................  Series due January 1, 2002
January 1, 1974.......................  Series due January 1, 2004
January 1, 1975.......................  Series due January 1, 2005
January 1, 1976.......................  Series due January 1, 2006
January 1, 1977.......................  Series due January 1, 2007
November 1, 1977......................  Series due November 1, 2007
December 1, 1977......................  Pollution Control Series A (redeemed)
February 1, 1980......................  Series due February 5, 2000 (redeemed)
April 15, 1982........................  Pollution Control Series B (redeemed)
August 15, 1986.......................  Series due August 15, 2016
March 1, 1987.........................  Pollution Control Series C
November 15, 1990.....................  Series due December 1, 2020; and


    WHEREAS, the Company has heretofore executed and delivered to the Trustee  a
Supplemental Trust Indenture, dated September 14, 1976, and a Supplemental Trust
Indenture,  dated December 9, 1991, setting forth duly adopted modifications and
alterations to  the Original  Indenture and  all Supplemental  Trust  Indentures
thereto; and

    WHEREAS,  the Company has  agreed to issue  $110,000,000 principal amount of
its Senior  Notes, 7.30%  Series due  October 15,  2025 (the  "Senior Notes  due
2025")  and $110,000,000 principal amount of its Senior Notes, 6.250% Series due
October 15, 2000 (the "Senior Notes due 2000") pursuant to the provisions of the
Indenture dated as of  October 1, 1995 and  all indentures supplemental  thereto
(the  "Senior Note Indenture") between the  Company and Boatmen's First National
Bank of Oklahoma, as  trustee (said trustee or  any successor trustee under  the
Senior  Note  Indenture  being  hereinafter  referred  to  as  the  "Senior Note
Trustee"); and

                                       2

    WHEREAS, in  order to  secure the  Company's obligations  to pay  principal,
premium, if any, and interest on the Senior Notes due 2025, the Senior Notes due
2000  and any other series of notes issued under the Senior Note Indenture prior
to the Release  Date (as hereinafter  defined) (the Senior  Notes due 2025,  the
Senior  Notes due  2000 and other  notes collectively, the  "Senior Notes"), the
Company desires to provide for the issuance under the Original Indenture to  the
Senior  Note Trustee of a new series  of bonds designated "First Mortgage Bonds,
Senior Note Series A", having the same stated rate of interest, interest payment
dates, stated maturity date and redemption provisions and in the same  aggregate
principal  amount as  the Senior Notes  due 2025, and  of a new  series of bonds
designated "First Mortgage Bonds, Senior Note Series B", having the same  stated
rate  of interest, interest  payment dates, stated  maturity date and redemption
provisions and in the  same aggregate principal amount  as the Senior Notes  due
2000,  all of  such Bonds to  be issued  as registered bonds  without coupons in
denominations of a multiple of $1,000 and to be substantially in the form and of
the tenor following, to-wit:

       (Form of Bond of Senior Note Series A and of Senior Note Series B)
                       OKLAHOMA GAS AND ELECTRIC COMPANY
                   (Incorporated under the laws of Oklahoma)
                              First Mortgage Bonds
                            Senior Note Series A [B]

This Bond is not transferable except to a successor trustee under the Indenture,
dated October  1,  1995, as  supplemented,  between Oklahoma  Gas  and  Electric
Company and Boatmen's First National Bank of Oklahoma, as trustee.

No.                                                                   $

    OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation organized under the laws of
the  Territory of Oklahoma and  existing under and by virtue  of the laws of the
State of Oklahoma (hereinafter called  the Company), for value received,  hereby
promises to pay to Boatmen's First National Bank of Oklahoma, trustee, under the
Indenture  dated as of October 1, 1995 (the "Senior Note Indenture") between the
Company and  Boatmen's First  National  Bank of  Oklahoma  or to  any  successor
trustee  under the Senior Note Indenture (said trustee and any successor trustee
under the Senior  Note Indenture being  hereinafter referred to  as the  "Senior
Note  Trustee"), at the office of Boatmen's  First National Bank of Oklahoma, at
Oklahoma City, Oklahoma, the sum of              Dollars in lawful money of  the
United  States of America, on the fifteenth day of                 *, and to pay
interest hereon from the  date hereof at  the rate of           ** per cent  per
annum,  in like money, until the principal  hereof becomes due and payable, said
interest being  payable  at the  office  of  Boatmen's First  National  Bank  of
Oklahoma,  at Oklahoma City, Oklahoma, on the  fifteenth day of April and on the
fifteenth day of October  in each year;  provided that, as long  as there is  no
existing  default  in the  payment of  interest  and except  for the  payment of
defaulted interest, the interest payable on any  April 15 or October 15 will  be
paid  to the  person in  whose name  this bond  was registered  at the  close of
business on  the record  date  (the March  31  prior to  such  April 15  or  the
September  30 prior to  such October 15 unless  any such date  is not a business
day, in which event it will be the next preceding business day).

    This bond is one of a duly  authorized issue of bonds of the Company,  known
as its First Mortgage Bonds, of the series and designation indicated on the face
hereof,  which issue  of bonds  consists, or may  consist, of  several series of
varying denominations, dates and tenors, all  issued and to be issued under  and
equally  secured (except insofar as a sinking fund, or similar fund, established
in accordance  with  the  provisions  of the  Indenture  may  afford  additional
security for the bonds of any specific series) by a

- ------------------------
 * October 2025 for Bonds of the Senior Note Series A and October 2000 for Bonds
   of the Senior Note Series B.
** 7.30  per cent for Bonds of  the Senior Note Series A  and 6.250 per cent for
   Bonds of the Senior Note Series B.

                                       3

Trust Indenture  dated  February  1, 1945,  and  Supplemental  Trust  Indentures
thereto,  dated December 1, 1948, June 1, 1949, May 1, 1950, March 1, 1952, June
1, 1955, January 1, 1957, June 1, 1958, March 1, 1963, March 1, 1965, January 1,
1967, January  1, 1968,  January 1,  1969,  January 1,  1970, January  1,  1972,
January  1, 1974, January 1, 1975, January  1, 1976, September 14, 1976, January
1, 1977, November 1, 1977, December 1,  1977, February 1, 1980, April 15,  1982,
August  15, 1986, March 1, 1987, November 15, 1990, December 9, 1991 and October
1, 1995 (all of which instruments are herein collectively called the Indenture),
between the Company and Boatmen's First National Bank of Oklahoma (herein called
the Trustee), as successor trustee to The First National Bank and Trust  Company
of  Oklahoma City, to which Indenture reference is hereby made for a description
of the property mortgaged  and pledged, the nature  and extent of the  security,
the  rights of the holders of  the bonds as to such  security, and the terms and
conditions upon  which the  bonds may  be  issued under  the Indenture  and  are
secured.  The  principal  hereof  may  be declared  or  may  become  due  on the
conditions, in the manner and at the  time set forth in the Indenture, upon  the
happening of a completed default as in the Indenture provided.

    The  Bonds of this Series are required to be redeemed upon the occurrence of
certain events and upon  the terms and conditions  provided in the  Supplemental
Trust Indenture dated October 1, 1995.

    The  Bonds of this Series  are being issued in  connection with the issuance
pursuant to the Senior Note Indenture of a  series of notes designated the     %
Senior  Notes, Series  due                            *  (the "Senior  Notes due
                  **"). The Company's obligations to make payments with  respect
to  the principal of, premium and/or interest  on the Bonds of this Series shall
be fully or  partially, as  the case  may be,  satisfied and  discharged to  the
extent  that, at the time any such payment shall be due, the then due principal,
premium*** and/or interest on the Senior Notes due                   shall  have
been  fully or partially paid or there shall have been deposited with the Senior
Note Trustee pursuant to  Section 2.12 of the  Senior Note Indenture  sufficient
available funds to fully or partially pay the then due principal of, premium, if
any, and/or interest on the Senior Notes due                   .

    Upon  payment of  the principal  of, premium,  if any,  and interest  on the
Senior Notes due                   **, whether at maturity or prior to  maturity
by  redemption*** or otherwise, or upon provision for the payment thereof having
been made in accordance with Section 5.01 of the Senior Note Indenture, Bonds of
this Series in a principal  amount equal to the  principal amount of the  Senior
Notes  due                     ** so paid or for which provision for payment has
been made  shall  be  deemed  fully  paid,  satisfied  and  discharged  and  the
obligations of the Company thereunder shall be terminated and such Bonds of this
Series shall be surrendered to and cancelled by the Trustee. From and after such
time as all bonds (other than Bonds of this Series and bonds of any other series
delivered to the Senior Note Trustee pursuant to Section 4.09 of the Senior Note
Indenture) have been retired through payment, redemption or otherwise (including
those  bonds "deemed  to be  paid" within the  meaning of  that term  as used in
Article X of the  Original Indenture) at, before  or after the maturity  thereof
(the  "Release Date"),  the Bonds  of this  Series shall  be deemed  fully paid,
satisfied and  discharged  and the  obligations  of the  Company  hereunder  and
thereunder  shall be terminated. On  the Release Date, the  Bonds of this Series
shall be surrendered to and cancelled by the Trustee.

    With the  consent of  the Company  and to  the extent  permitted by  and  as
provided  in the Indenture, the rights and  obligations of the Company and/or of
the holders  of the  bonds, and/or  the terms  and provisions  of the  Indenture
and/or  of any instruments  supplemental thereto, may be  modified or altered by
affirmative vote of the holders of at least 70% in principal amount of the bonds
then

- ------------------------
  * The 7.30% Series Notes, Series due October 15, 2025 for the Bonds of  Senior
    Note  Series A and the 6.250% Senior  Notes, Series due October 15, 2000 for
    the Bonds of Senior Note Series B.
 ** 2025 for the Bonds of Senior Notes Series A and 2000 for the Bonds of Senior
    Note Series B.
*** This reference to premium or to redemption and all subsequent references  to
    premium will be deleted from the Bonds of Senior Note Series B.

                                       4

outstanding  under  the  Indenture  and  any  instruments  supplemental  thereto
(excluding bonds  disqualified from  voting by  reason of  the interest  of  the
Company  or of  certain related persons  therein as provided  in the Indenture);
provided that no such modification or  alteration shall permit the extension  of
the  maturity of  the principal  of this bond  or the  reduction in  the rate of
interest hereon or any
other modification in the terms of payment of such principal or interest or  the
taking of certain other action as more fully set forth in the Indenture, without
the consent of the holder hereof.

    No  recourse shall be had for the  payment of principal of, premium, if any,
or interest on this bond, or any part  thereof, or of any claim based hereon  or
in  respect hereof or of  the Indenture, against any  incorporator, or any past,
present or future  stockholder, officer  or director of  the Company  or of  any
predecessor or successor corporation, either directly or through the Company, or
through  any such predecessor or successor  corporation, or through any receiver
or a trustee in bankruptcy, whether  by virtue of any constitution, statute,  or
rule of law or by the enforcement of any assessment or penalty or otherwise, all
such  liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived  and released, as more fully provided  in
the Indenture.

    This bond shall not be valid or become obligatory for any purpose unless and
until  the certificate of authentication hereon shall  have been signed by or on
behalf of  Boatmen's First  National  Bank of  Oklahoma,  as Trustee  under  the
Indenture, or its successor thereunder.

    IN  WITNESS  WHEREOF,  OKLAHOMA GAS  AND  ELECTRIC COMPANY  has  caused this
instrument to be signed in its name by its President or a Vice President or with
the facsimile signature of its President, and its corporate seal, or a facsimile
thereof, to be  hereto affixed  and attested by  its Secretary  or an  Assistant
Secretary or with the facsimile signature of its Secretary.

Dated:
                               OKLAHOMA GAS AND ELECTRIC COMPANY

                                     By ----------------------------------------
ATTEST:                                            PRESIDENT

- -----------------------------
          SECRETARY

                        (Form of Trustee's Certificate)

    This bond is one of the bonds of the series designated therein, described in
the within mentioned Indenture.

                               BOATMEN'S FIRST NATIONAL BANK OF
                               OKLAHOMA

                                  By ----------------------------------------
                                             AUTHORIZED SIGNATURE

and

    WHEREAS,  the  Company  is  desirous  of  assigning,  conveying, mortgaging,
pledging, transferring and setting over unto  the Trustee and to its  respective
successors  in trust, additional property acquired  by it subsequent to the date
of the preparation of the Supplemental Trust Indenture dated November 15,  1990;
and

                                       5

    WHEREAS,  Sections  4.01  and 20.03  of  the Original  Indenture  provide in
substance  that  the  Company  and   the  Trustee  may  enter  into   indentures
supplemental  thereto for  the purposes, among  others, of  creating and setting
forth the particulars of any new series of bonds and of providing the terms  and
conditions of the issue of the bonds of any series not expressly provided for in
the  Original Indenture  and of  assigning, conveying,  mortgaging, pledging and
transferring unto the Trustee  additional property of the  Company, and for  any
other purpose not inconsistent with the terms of the Original Indenture; and

    WHEREAS,  the execution  and delivery  of this  Supplemental Trust Indenture
have been duly authorized by a resolution  adopted by the Board of Directors  of
the Company;

    Now, THEREFORE, THIS INDENTURE WITNESSETH:

    Oklahoma  Gas and Electric Company, in  consideration of the premises and of
one dollar  to it  duly paid  by  the Trustee  at or  before the  ensealing  and
delivery  of these  presents, the  receipt whereof  is hereby  acknowledged, and
other good and valuable  considerations, does hereby covenant  and agree to  and
with  Boatmen's First National Bank of  Oklahoma, as Trustee, and its successors
in the trust under the Indenture for the benefit of those who hold or shall hold
the bonds and coupons,  or any of  them, issued or to  be issued thereunder,  as
follows:

                                   ARTICLE I.

                       SPECIFIC SUBJECTION OF PROPERTY TO

                       THE LIEN OF THE ORIGINAL INDENTURE

    SECTION  1.01.  The Company  in order to better  secure the payment, both of
the principal and interest, of all bonds of the Company at any time  outstanding
under the Indenture, according to their tenor and effect, and the performance of
and compliance with the covenants and conditions in the Indenture contained, has
granted,  bargained, sold, warranted, released, conveyed, assigned, transferred,
mortgaged, pledged, set  over and confirmed  and by these  presents does  grant,
bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set
over  and confirm unto Boatmen's First National Bank of Oklahoma, as Trustee and
to its  respective successors  in  said trust  forever,  subject to  the  rights
reserved  by the Company in  and by the provisions of  the Indenture, all of the
property described and mentioned or enumerated in a schedule hereto annexed  and
marked  Schedule A, reference to  said schedule being hereby  made with the same
force and effect  as if the  same were incorporated  herein at length;  together
with  all and singular the  tenements, hereditaments and appurtenances belonging
or in anywise appertaining  to the aforesaid property  or any part thereof  with
the  reversion  and  reversions,  remainder  and  remainders,  tolls,  rents and
revenues, issues, income, product and profits thereof;

    Also, in order to subject the personal property and chattels of the  Company
to  the lien of the Indenture and to  conform with the provisions of the Uniform
Commercial Code  of  the  State  of Arkansas,  all  power  houses,  substations,
electric   generating   plants,  including   buildings  and   other  structures,
transmission and distribution systems, generating apparatus, machinery, engines,
boilers, tanks, dynamos,  electric machines,  regulators, meters,  transformers,
generators,  motors,  conduits,  cables,  wires,  poles,  crossarms, insulators,
switches, capacitors, arrestors,  and electrical and  mechanical appliances  and
apparatus;  office,  shop, garage  and other  general buildings  and structures,
furniture  and  fixtures;  and  all  municipal  and  other  franchises  and  all
leaseholds,  licenses, permits,  and privileges; all  as now  owned or hereafter
acquired by the Company  pursuant to the provisions  of the Original  Indenture;
and

    All  the estate, right, title  and interest and claim  whatsoever, at law as
well as in equity, which the Company now has or may hereafter acquire in and  to
the aforesaid property and every part and parcel thereof;

                                       6

    Excluding,  however, (1)  all shares  of stock,  bonds, notes,  evidences of
indebtedness and other securities other than such  as may be or are required  to
be  deposited  from  time  to  time with  the  Trustee  in  accordance  with the
provisions of the Indenture; (2) cash other  than such as may be or is  required
to  be  deposited from  time to  time with  the Trustee  in accordance  with the
provisions  of  the  Indenture;  (3)  contracts,  claims,  bills  and   accounts
receivable  and choses in action other than such as may be or are required to be
from time to time assigned to the  Trustee in accordance with the provisions  of
the  Indenture; (4) motor vehicles; (5) any oil, gas and other minerals under or
on lands owned by the  Company; (6) any stock  of goods, wares and  merchandise,
equipment,  and supplies acquired for the purpose of sale or resale in the usual
course of  business  or  for  the  purpose  of  consumption  in  the  operation,
construction  or repair  of any of  the properties  of the Company;  and (7) the
properties described in Schedule B annexed to the Original Indenture.

    To have  and to  hold all  property, real,  personal and  mixed,  mortgaged,
pledged  or conveyed by the Company, or intended  so to be, unto the Trustee and
its  successors   and  assigns   forever,  subject,   however,  to   permissible
encumbrances  as defined in  Section 1.09 of  the Original Indenture  and to the
further reservations, covenants, conditions,  uses and trusts  set forth in  the
Indenture;  in  trust  nevertheless for  the  same  purposes and  upon  the same
conditions as are set forth in the Indenture.

                                  ARTICLE II.

              FORM AND EXECUTION OF BONDS OF SENIOR NOTE SERIES A

    SECTION 2.01.  There  is hereby created for  issuance under the Indenture  a
series  of bonds designated Senior  Note Series A, each  of which shall bear the
descriptive title  "First Mortgage  Bond, Senior  Note Series  A" and  the  form
thereof  shall contain suitable provisions with respect to the matters hereafter
specified in this Section.  The bonds of said  series shall be substantially  of
the  tenor  and purport  hereinbefore recited.  The bonds  of said  series shall
mature October 15, 2025, and shall be issued as registered bonds without coupons
in denominations of  $1,000, and any  multiple of $1,000  and registered in  the
name of the Senior Note Trustee. The bonds of said series shall bear interest at
the  rate of 7.30% per annum payable semi-annually on April 15 and October 15 of
each year. The principal and  interest shall be payable  to the person in  whose
name  such Bond  is registered at  the office  of the Trustee  at Oklahoma City,
Oklahoma, in lawful money of the United States of America.

    The Company's obligation to make payments with respect to the principal  of,
premium  and/or interest on the Bonds of Senior  Note Series A shall be fully or
partially, as the case may be, satisfied  and discharged to the extent that,  at
the  time that any such payment shall be due, the then due principal of, premium
and/or interest on the Senior Notes due 2025 shall have been fully or  partially
paid or there shall have been deposited with the Senior Note Trustee pursuant to
Section 2.12 of the Senior Note Indenture sufficient available funds to fully or
partially  pay the then  due principal, premium,  if any and/or  interest on the
Senior Notes due 2025. Bonds  of Senior Note Series A  shall be dated as of  the
interest  payment date next preceding the  authentication thereof by the Trustee
except that (i) if any such bond  shall be authenticated before April 15,  1996,
it shall be dated as of October 27, 1995, unless (iii) below is applicable, (ii)
if  the Company shall at the time of the authentication of a Bond of Senior Note
Series A be in default in the payment of interest upon the Bonds of Senior  Note
Series  A, such  bonds shall be  dated as  of the date  of the  beginning of the
period for which such interest is so in  default, and (iii) as long as there  is
no  existing default  in the  payment of  interest on  the Bonds  of Senior Note
Series A, if any Bond of Senior  Note Series A shall be authenticated after  the
close  of business on  any Record Date but  on or prior  to the interest payment
date relating to such Record Date, it shall be dated as of such interest payment
date.

    The term "Record Date" as used  herein with respect to any interest  payment
date  (April 15 or October 15) for Bonds  of Senior Note Series A shall mean the
March 31 prior to  such April 15 or  the September 30 prior  to such October  15
unless   such   March   31   or   September  30   shall   not   be   a  business

                                       7

day, in which event Record Date shall mean the next preceding business day.  The
term "business day" as used herein shall mean any day other than a Saturday or a
Sunday  or a day  on which the  offices of the  Trustee in the  City of Oklahoma
City, Oklahoma, are closed pursuant to authorization of law.

    SECTION 2.02.   Upon payment of  the principal of,  premium, if any,  and/or
interest  on the Senior Notes due 2025, whether at maturity or prior to maturity
by redemption or  otherwise, or upon  provision for the  payment thereof  having
been made in accordance with Section 5.01 of the Senior Note Indenture, Bonds of
Senior  Note Series A in a principal amount equal to the principal amount of the
Senior Notes due 2025 so paid or  for which provision for payment has been  made
shall  be deemed fully paid, satisfied and discharged and the obligations of the
Company thereunder shall be  terminated and such Bonds  of Senior Note Series  A
shall  be surrendered to and cancelled by  the Trustee. From and after such time
as all bonds (other than  Bonds of Senior Note Series  A and bonds of any  other
series  delivered to  the Senior  Note Trustee pursuant  to Section  4.09 of the
Senior  Note  Indenture)  have  been  retired  through  payment,  redemption  or
otherwise  (including those bonds "deemed to be paid" within the meaning of that
term as used in  Article X of  the Original Indenture) at,  before or after  the
maturity  thereof (the "Release Date"), the Bonds  of Senior Note Series A shall
be deemed fully paid, satisfied and discharged and the obligation of the Company
thereunder shall be terminated.  On the Release Date,  the Bonds of Senior  Note
Series A shall be surrendered to and cancelled by the Trustee.

    SECTION 2.03.  The terms and conditions of redemption of the Bonds of Senior
Note  Series A need not be  specified in any Bond of  Senior Note Series A if an
appropriate  reference  be  made  in  said  Bond  to  the  provisions  of   this
Supplemental Trust Indenture.

    SECTION  2.04.  The  registered holder of  any Bond or  Bonds of Senior Note
Series A at his option  may surrender the same at  the office of the Trustee  at
Oklahoma  City,  Oklahoma,  or  elsewhere  if  authorized  by  the  Company, for
cancellation, in exchange for other  Bonds of Senior Note  Series A of the  same
aggregate  principal amount, bearing interest as provided in Section 2.09 of the
Original Indenture. Thereupon, and  upon receipt of  any payment required  under
the  provisions of Section 2.05 hereof, the Company shall execute and deliver to
the Trustee and the Trustee shall authenticate and deliver such other registered
bonds without coupons to such  registered holder at its  office or at any  other
place specified as aforesaid.

    SECTION  2.05.  No charge  shall be made by the  Company for any exchange or
transfer of  Bonds of  Senior  Note Series  A, other  than  for taxes  or  other
governmental charges, if any, that may be imposed in relation thereto.

                                  ARTICLE III.

              FORM AND EXECUTION OF BONDS OF SENIOR NOTE SERIES B

    SECTION  3.01.  There is  hereby created for issuance  under the Indenture a
series of bonds designated Senior  Note Series B, each  of which shall bear  the
descriptive  title  "First Mortgage  Bond, Senior  Note Series  B" and  the form
thereof shall contain suitable provisions with respect to the matters  hereafter
specified  in this Section. The  bonds of said series  shall be substantially of
the tenor  and purport  hereinbefore recited.  The bonds  of said  series  shall
mature October 15, 2000, and shall be issued as registered bonds without coupons
in  denominations of $1,000,  and any multiple  of $1,000 and  registered in the
name of the Senior Note Trustee. The bonds of said series shall bear interest at
the rate of 6.250% per annum payable semi-annually on April 15 and October 15 of
each year. The principal and  interest shall be payable  to the person in  whose
name  such Bond  is registered at  the office  of the Trustee  at Oklahoma City,
Oklahoma, in lawful money of the United States of America.

    The Company's obligation to make payments  with respect to the principal  of
and/or  interest  on  the  Bonds of  Senior  Note  Series B  shall  be  fully or
partially, as the case may be, satisfied  and discharged to the extent that,  at
the  time that any such  payment shall be due, the  then due principal of and/or
interest on the Senior Notes due 2000 shall have been fully or partially paid or
there shall have

                                       8

been deposited with  the Senior  Note Trustee pursuant  to Section  2.12 of  the
Senior  Note Indenture sufficient available funds  to fully or partially pay the
then due principal of  and/or interest on  the Senior Notes  due 2000. Bonds  of
Senior  Note  Series B  shall  be dated  as of  the  interest payment  date next
preceding the authentication thereof by the Trustee except that (i) if any  such
bond  shall be  authenticated before  April 15,  1996, it  shall be  dated as of
October 27, 1995 unless (iii) below is applicable, (ii) if the Company shall  at
the  time of the authentication of a Bond  of Senior Note Series B be in default
in the payment of interest  upon the Bonds of Senior  Note Series B, such  bonds
shall  be dated as  of the date  of the beginning  of the period  for which such
interest is so in default, and (iii) as long as there is no existing default  in
the  payment of interest  on the Bonds of  Senior Note Series B,  if any Bond of
Senior Note Series B shall be authenticated  after the close of business on  any
Record Date but on or prior to the interest payment date relating to such Record
Date, it shall be dated as of such interest payment date.

    The  term "Record Date" as used herein  with respect to any interest payment
date (April 15 or October 15) for Bonds  of Senior Note Series B shall mean  the
March  31 prior to  such April 15 or  the September 30 prior  to such October 15
unless such March 31 or September 30 shall not be a business day, in which event
Record Date shall mean the next preceding business day. The term "business  day"
as  used herein shall mean any day other than a Saturday or a Sunday or a day on
which the offices of  the Trustee in  the City of  Oklahoma City, Oklahoma,  are
closed pursuant to authorization of law.

    SECTION  3.02.   Upon payment  of the  principal of  and/or interest  on the
Senior Notes  due  2000, whether  at  maturity or  prior  to maturity,  or  upon
provision  for the payment  thereof having been made  in accordance with Section
5.01 of the Senior Note Indenture, Bonds of Senior Note Series B in a  principal
amount equal to the principal amount of the Senior Notes due 2000 so paid or for
which  provision for payment has been made shall be deemed fully paid, satisfied
and discharged and the obligations of the Company thereunder shall be terminated
and such Bonds of Senior Note Series B shall be surrendered to and cancelled  by
the  Trustee. From and after such time as  all bonds (other than Bonds of Senior
Note Series B and bonds of any other series delivered to the Senior Note Trustee
pursuant to Section 4.09 of the Senior Note Indenture) have been retired through
payment, redemption  or otherwise  (including those  bonds "deemed  to be  paid"
within  the meaning of that term as used in Article X of the Original Indenture)
at, before or  after the  maturity thereof (the  "Release Date"),  the Bonds  of
Senior  Note Series B shall  be deemed fully paid,  satisfied and discharged and
the obligation of  the Company thereunder  shall be terminated.  On the  Release
Date, the Bonds of Senior Note Series B shall be surrendered to and cancelled by
the Trustee.

    SECTION 3.03.  The terms and conditions of redemption of the Bonds of Senior
Note  Series B need not be  specified in any Bond of  Senior Note Series B if an
appropriate  reference  be  made  in  said  Bond  to  the  provisions  of   this
Supplemental Trust Indenture.

    SECTION  3.04.  The  registered holder of  any Bond or  Bonds of Senior Note
Series B at his option  may surrender the same at  the office of the Trustee  at
Oklahoma  City,  Oklahoma,  or  elsewhere  if  authorized  by  the  Company, for
cancellation, in exchange for other  Bonds of Senior Note  Series B of the  same
aggregate  principal amount, bearing interest as provided in Section 2.09 of the
Original Indenture. Thereupon, and  upon receipt of  any payment required  under
the  provisions of Section 3.05 hereof, the Company shall execute and deliver to
the Trustee and the Trustee shall authenticate and deliver such other registered
bonds without coupons to such  registered holder at its  office or at any  other
place specified as aforesaid.

    SECTION  3.05.  No charge  shall be made by the  Company for any exchange or
transfer of  Bonds of  Senior  Note Series  B, other  than  for taxes  or  other
governmental charges, if any, that may be imposed in relation thereto.

                                       9

                                  ARTICLE IV.

     REDEMPTION OF BONDS OF SENIOR NOTE SERIES A OR OF SENIOR NOTE SERIES B

    SECTION  4.01.  (a) Upon notice being given of the redemption of all or part
of the Senior Notes due  2025 in accordance with  the Senior Note Indenture  and
such  Senior Notes becoming  due and payable  in accordance with  such notice of
redemption, the Company shall  redeem on the redemption  date specified in  such
notice  a  principal  amount of  Bonds  of Senior  Note  Series A  equal  to the
principal amount of Senior Notes due 2025 to be redeemed, at a redemption  price
equal  to the  principal amount  of such  Bonds of  Senior Note  Series A  to be
redeemed, plus a premium equal to the premium payable on the redemption of  such
Senior Notes due 2025, plus accrued interest to such redemption date.

    (b)  In the  event the  principal of  all Senior  Notes is  declared due and
payable pursuant to Section 8.01(a) of  the Senior Note Indenture, the Bonds  of
Senior  Note Series A and the Bonds of  Senior Note Series B shall be redeemable
in whole upon receipt by the Trustee  of a written demand (hereinafter called  a
"Redemption  Demand") from the  Senior Note Trustee stating  that there has been
such declaration,  stating  that it  is  acting pursuant  to  the  authorization
granted  by  Section  8.01(a)  of  the  Senior  Note  Indenture,  and  demanding
redemption of all Senior Note First Mortgage  Bonds on a date specified in  such
Redemption  Demand (the "Demand Redemption Date"),  which date shall not be less
than 10 days nor more than 35 days after the date of the Redemption Demand.  The
Trustee shall, within 3 days after receiving such Redemption Demand, mail a copy
thereof  to  the Company  marked  to indicate  the date  of  its receipt  by the
Trustee. Upon receipt by the  Company of such copy  of a Redemption Demand,  the
Bonds  of Senior Note  Series A and the  Bonds of Senior Note  Series B shall be
redeemed by the Company on the Demand Redemption Date, upon surrender thereof by
the Senior Note  Trustee to  the Trustee,  at a  redemption price  equal to  the
principal  amount thereof, plus accrued interest  to the Demand Redemption Date.
If a Redemption Demand is rescinded by the Senior Note Trustee by written notice
to the Trustee prior  to the Demand  Redemption Date, the  Company shall not  be
obligated  to redeem the  Bonds of Senior Note  Series A or  the Bonds of Senior
Note Series B on the Demand Redemption Date; but no such rescission shall extend
to or affect any subsequent acceleration of the Senior Notes or impair any right
consequent thereon.

    SECTION 4.02.  (a) The Company covenants  that, for so long as any Bonds  of
Senior  Note Series A are  outstanding, it will take  appropriate action so that
Bonds of Senior  Note Series A  are not  redeemed or purchased  pursuant to  the
Sinking Fund requirement provided for in Article XII of the Original Indenture.

    (b)  The Company  covenants that, for  so long  as any Bonds  of Senior Note
Series B  are outstanding,  it will  take appropriate  action so  that Bonds  of
Senior  Note Series B are not redeemed or purchased pursuant to the Sinking Fund
requirement provided for in Article XII of the Original Indenture.

    SECTION 4.03.  Redemption of  Bonds of Senior Note Series  A or of Bonds  of
Senior Note Series B shall be effected, without further notice by the Company or
the  Trustee, by the payment  by the Company of  the applicable redemption price
specified in  Section 4.01  hereof at  the place  specified for  payment of  the
principal of and interest on such bonds.

    SECTION  4.04.   (a) The  Company covenants  and agrees  that, prior  to the
Release Date, it will not take any action (except as required by Section 4.01(b)
hereof) that would cause the outstanding principal amount of the Bonds of Senior
Note Series A  to be  less than  the then  outstanding principal  amount of  the
Senior Notes due 2025.

    (b)  The Company covenants  and agrees that,  prior to the  Release Date, it
will not take  any action (except  as required by  Section 4.01(b) hereof)  that
would  cause the outstanding principal amount of the Bonds of Senior Note Series
B to be less than the then outstanding principal amount of the Senior Notes  due
2000.

                                       10

                                   ARTICLE V.

         FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE

    SECTION  5.01.  The name and address of the debtor and secured party are set
forth below:

        Debtor: Oklahoma Gas and Electric Company
                101 North Robinson
                Oklahoma City, Oklahoma 73101-3405

        Secured Party: Boatmen's First National Bank
                       of Oklahoma, Trustee
                       120 North Robinson Avenue
                       Oklahoma City, Oklahoma 73125

    SECTION 5.02.  Reference to  Article I hereof is  made for a description  of
the  property of the  debtor covered by  this Financing Statement  with the same
force and effect as if incorporated in this Section at length.

    SECTION 5.03.    The maturity  dates  and respective  principal  amounts  of
obligations  of the debtor secured  and presently to be  secured by the Original
Indenture and Supplemental Indentures, reference to  all of which for the  terms
and  conditions thereof  is hereby  made with  the same  force and  effect as if
incorporated herein at length, are as follows:



                     FIRST MORTGAGE BONDS                         PRINCIPAL AMOUNT
- ---------------------------------------------------------------  -------------------
                                                              
Series due January 1, 1997.....................................   $      15,000,000
Series due January 1, 1998.....................................   $      25,000,000
Series due January 1, 1999.....................................   $      12,500,000
Series due January 1, 2000.....................................   $      30,000,000
Series due January 1, 2002.....................................   $      40,000,000
Series due January 1, 2004.....................................   $      75,000,000
Series due January 1, 2005.....................................   $      60,000,000
Series due January 1, 2006.....................................   $      55,000,000
Series due January 1, 2007.....................................   $      75,000,000
Series due November 1, 2007....................................   $      35,000,000
Series due August 15, 2016.....................................   $     100,000,000
Pollution Control Series C.....................................   $      56,000,000
Series due December 1, 2020....................................   $      75,000,000
Senior Note Series A...........................................   $     110,000,000
Senior Note Series B...........................................   $     110,000,000


    SECTION 5.04.   This Financing Statement  is hereby adopted  for all of  the
First Mortgage Bonds of the series mentioned above secured by the Indenture.

                                       11

    SECTION 5.05.  The Original Indenture and the Supplemental Indentures as set
forth  below were filed and  recorded in each and every  County in the States of
Oklahoma and Arkansas in which the Company has property:

                                         
Original Indenture                             Supplemental Indenture
  Dated February 1, 1945                         Dated March 1, 1952

Supplemental Indenture                         Supplemental Indenture
  Dated December 1, 1948                         Dated June 1, 1955

Supplemental Indenture                         Supplemental Indenture
  Dated June 1, 1949                             Dated January 1, 1957

Supplemental Indenture                         Supplemental Indenture
  Dated May 1, 1950                              Dated June 1, 1958

                         Supplemental Indenture
                          Dated March 1, 1963.



The Supplemental Indenture dated March 1, 1965, the Supplemental Indenture dated
January  1,  1967,  the  Supplemental  Indenture  dated  January  1,  1968,  the
Supplemental  Indenture dated January 1,  1969, the Supplemental Indenture dated
January  1,  1970,  the  Supplemental  Indenture  dated  January  1,  1972,  the
Supplemental  Indenture dated January 1,  1974, the Supplemental Indenture dated
January  1,  1975,  the  Supplemental  Indenture  dated  January  1,  1976,  the
Supplemental  Indenture  dated September  14,  1976, the  Supplemental Indenture
dated January 1, 1977,  the Supplemental Indenture dated  November 1, 1977,  the
Supplemental  Indenture dated December 1, 1977, the Supplemental Indenture dated
February  1,  1980,  the  Supplemental  Indenture  dated  April  15,  1982,  the
Supplemental  Indenture dated August 15,  1986, the Supplemental Indenture dated
March 1,  1987, the  Supplemental  Indenture dated  November  15, 1990  and  the
Supplemental  Indenture dated December 9, 1991, respectively, were each filed as
a Public  Service Mortgage  and recorded  as  a Real  Estate Mortgage  with  the
Secretary of State of the State of Oklahoma at Oklahoma City and were each filed
and  recorded in  each and every  county in the  State of Arkansas  in which the
Company has property and were filed with the Secretary of State of the State  of
Arkansas.

    SECTION  5.06.  The property covered  by this Financing Statement shall also
secure additional series  of First  Mortgage Bonds of  the debtor  which may  be
issued  from time to time in the future in accordance with the provisions of the
Indenture.

                                  ARTICLE VI.

                                 MISCELLANEOUS

    SECTION 6.01.   The recitals of  fact herein  and in the  bonds (except  the
Trustee's Certificate) shall be taken as statements of the Company and shall not
be  construed as made by the Trustee. The Trustee makes no representations as to
the value of any of the property subjected to the lien of the Indenture, or  any
part  thereof, or as to the title of  the Company thereto, or as to the security
afforded thereby and hereby,  or as to the  validity of this Supplemental  Trust
Indenture  and  the Trustee  shall incur  no responsibility  in respect  of such
matters.

    SECTION 6.02.   This  Supplemental  Trust Indenture  shall be  construed  in
connection with and as a part of the Indenture.

    SECTION  6.03.   (a) If any  provision of this  Supplemental Trust Indenture
limits, qualifies, or conflicts with another provision of the Indenture required
to be included in indentures qualified under the Trust Indenture Act of 1939 (as
enacted prior to the date  of this Supplemental Trust  Indenture) by any of  the
provisions  of Sections 310  to 317, inclusive,  of the said  Act, such required
provisions shall control.

                                       12

    (b) In  case  of  any one  or  more  of the  provisions  contained  in  this
Supplemental Trust Indenture or in the bonds issued hereunder should be invalid,
illegal,   or  unenforceable  in   any  respect,  the   validity,  legality  and
enforceability of the  remaining provisions contained  herein and therein  shall
not in any way be affected, impaired, prejudiced or disturbed thereby.

    SECTION  6.04.    Wherever in  this  Supplemental Trust  Indenture  the word
"Indenture" is used  without either prefix,  "Original" or "Supplemental,"  such
word  was  used  intentionally  to  include in  its  meaning  both  the Original
Indenture and all indentures supplemental thereto.

    SECTION 6.05.  Whenever in this  Supplemental Trust Indenture either of  the
parties  hereto is  named or referred  to, this  shall be deemed  to include the
successors or assigns  of such party,  and all the  covenants and agreements  in
this Supplemental Trust Indenture contained by or on behalf of the Company or by
or  on  behalf  of the  Trustee  shall bind  and  inure  to the  benefit  of the
respective successors and assigns of such parties, whether so expressed or not.

    SECTION 6.06.  (a) This  Supplemental Trust Indenture may be  simultaneously
executed  in  several  counterparts,  and  all  said  counterparts  executed and
delivered,  each  as  an  original,  shall  constitute  but  one  and  the  same
instrument.

    (b)  The  Table of  Contents  and the  descriptive  headings of  the several
Articles of this Supplemental Trust Indenture were formulated, used and inserted
in this  Supplemental Trust  Indenture for  convenience only  and shall  not  be
deemed to affect the meaning or construction of any of the provisions hereof.

                                       13

    IN   WITNESS  WHEREOF,  OKLAHOMA  GAS  AND  ELECTRIC  COMPANY,  an  Oklahoma
corporation, party of the first part, has caused its corporate name and seal  to
be  hereunto affixed, and this Supplemental Trust  Indenture to be signed by its
President or a  Vice President, and  attested by its  Secretary or an  Assistant
Secretary, for and in its behalf, and Boatmen's First National Bank of Oklahoma,
a national banking association duly organized under the National Banking Laws of
the  United States of America, as Trustee, party of the second part, to evidence
its acceptance of the  trust hereby created, has  caused its corporate name  and
seal  to be hereunto affixed, and this Supplemental Trust Indenture to be signed
by its President or a Vice President, and attested by a Vice President, for  and
in its behalf, all done this 24th day of October, A.D. 1995.

                                          OKLAHOMA GAS AND ELECTRIC COMPANY

                                              BY A.M. Strecker, SENIOR VICE
                                              PRESIDENT.
(CORPORATE SEAL)
ATTEST:

IRMA B. ELLIOTT, SECRETARY.

Executed by Oklahoma Gas and
Electric Company in presence of:

Leon Smith, Jr.,

R.R. Rice, WITNESSES.
                                          BOATMEN'S FIRST NATIONAL BANK OF
                                          OKLAHOMA

                                              BY Sue Shipman, VICE PRESIDENT.
(CORPORATE SEAL)
ATTEST:

Philip A. Lewis, VICE PRESIDENT.

Executed by Boatmen's First National Bank of
Oklahoma in presence of:

D.A. Fritz,

C.W. Andrews, WITNESSES.

                                       14

STATE OF OKLAHOMA.
                       SS:

COUNTY OF OKLAHOMA.

    Before  me, a Notary Public  in and for said County  and State, on this 24th
day of October 1995, personally  appeared A.M. Strecker, to  me known to be  the
identical  person who subscribed the name  of Oklahoma Gas and Electric Company,
one of the makers  thereof, to the foregoing  instrument as its Vice  President,
and  acknowledged to me that he executed the  same as his free and voluntary act
and deed and as the free and voluntary act and deed of such corporation for  the
uses and purposes therein set forth.

    IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.

                                               Susie White, NOTARY PUBLIC.

(NOTARIAL SEAL)
My Commission Expires:
October 21, 1999

STATE OF OKLAHOMA.
                       SS:

COUNTY OF OKLAHOMA.

    Before  me, a Notary Public  in and for said County  and State, on this 24th
day of October  1995, personally appeared  Sue Shipman,  to me known  to be  the
identical  person who  subscribed the name  of Boatmen's First  National Bank of
Oklahoma, one of  the makers thereof,  to the foregoing  instrument as its  Vice
President,  and acknowledged to  me that she  executed the same  as her free and
voluntary act  and deed  and as  the free  and voluntary  act and  deed of  such
national banking association for the uses and purposes therein set forth.

    IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.

                                           Shirley Kay Phinney, NOTARY PUBLIC.

(NOTARIAL SEAL)
My Commission Expires:
March 7, 1998

                                       15

                                   SCHEDULE A
                                REAL PROPERTIES

                            IN THE STATE OF OKLAHOMA

    The  following  described real  property, situate,  lying  and being  in the
County of Cleveland, State of Oklahoma, to-wit:

    (1) All of  Lot One (1),  Block One (1),  PRINCE NO. 1  ADDITION to  Norman,
       Oklahoma, according to the recorded plan thereof, and

        A  tract of  land in  the Northwest Quarter  NW 1/4  of Section Fourteen
       (14), Township  Nine  (9) North,  Range  Three  (3) West  of  the  Indian
       Meridian,  Cleveland  County,  Oklahoma, more  particularly  described as
       follows: Beginning  at a  point 415  feet N  00 DEG.  05' 40"W  from  the
       Southwest  corner of said NW 1/4 for point of beginning: thence N 89 DEG.
       36' 00"E a distance of 250 feet; thence N 00 DEG. 05' 40"W a distance  of
       285  feet; thence  S 89 DEG.  36' 00"W a  distance of 250  feet; thence S
      00 DEG.  05'  40"E a  distance  of  285 feet  to  the point  or  place  of
       beginning; and

        A  tract of land in the NW 1/4  of Section 14, Township 9 North, Range 3
       West of the  Indian Meridian,  Cleveland County,  Oklahoma, described  as
       follows:  Beginning at a point 700 feet  north of the southwest corner of
       said NW 1/4, thence East 1244.57 feet; thence North 350 feet; thence West
       1244.57 feet; thence South 350 feet to the point of beginning, containing
       10 acres more or less,

        Subject to roadway dedications, if any, and restrictions, and  easements
       of  record, LESS AND EXCEPT  all oil, gas and  other minerals and mineral
       rights, not heretofore conveyed of record, which are hereby reserved unto
       the grantors, their successors and assigns.

    The following  described real  property,  situate, lying  and being  in  the
County of Creek, State of Oklahoma, to-wit:

    (1)  The West 123.7 feet of Lots Five (5) and Six (6), all of Lots Seven (7)
       and Eight (8) and the  East 92.5 feet of  Lots Nine (9) through  Thirteen
       (13),  all of  which are in  Reservation A of  Drumright's Subdivision of
       Reservation A  and  B  of  Drumright's  Amended  Addition  to  Drumright,
       Oklahoma,  being a part of the West  Half (W/2) of the South West Quarter
       (SW/4) of Section Thirty  Two (32), Township  Eighteen (18) North,  Range
       Seven  (7)  East,  according to  the  recorded plat  thereof.  Subject to
       existing easements and mineral rights previously reserved or conveyed  of
       record.

    The  following  described real  property, situate,  lying  and being  in the
County of Garfield, State of Oklahoma, to-wit:

    (1) Tract No. 8, Enid Energy Center, First Section, an Addition to the  City
       of Enid, Oklahoma, according to the recorded plat thereof.

    The  following  described real  property, situate,  lying  and being  in the
County of Kay, State of Oklahoma, to-wit:

    (1) The Southwest Quarter of the Northwest  Quarter (SW 1/4 NW 1/4) and  the
       South  27.5 acres of the East Half of Northwest Quarter (E 1/2 NW 1/4) of
       Section 8, Township 25 North, Range 2 East, LESS AND EXCEPT all oil, gas,
       petroleum and  other  minerals  and  mineral rights  in  and  under  said
       property.

    The  following  described real  property, situate,  lying  and being  in the
County of Murray, State of Oklahoma, to-wit:

    (1) A  tract of  land commencing  1310  feet West  of the  Southeast  Corner
       Southwest  Quarter; said point being the  true point of beginning, thence
       West a distance of 425 feet; thence North a

                                      A-1

       distance of 433 feet; thence East a distance of 425 feet; thence South  a
       distance  of 433  feet to  the true  point of  beginning, containing 4.23
       acres, more or less. Less and except oil, gas, or other minerals that may
       be running with the property.

    The following  described real  property,  situate, lying  and being  in  the
County of Muskogee, State of Oklahoma, to-wit:

    (1)  The NE-1/4 and the S-1/2 of Lot  1 (NE-1/4 of NE-1/4) of Section 4, Twp
       14N, R18E, Muskogee County, Oklahoma, containing 30 acres more or less.

    The following  described real  property,  situate, lying  and being  in  the
County of Oklahoma, State of Oklahoma, to-wit:

    (1) Lot One (1) Block Eight (8) and the north One (1) foot Six (6) inches of
       Lot  Two  (2)  Block  Eight  (8) Blue  Quail  Ridge  1st.  Addition  on a
       subdivision of a Part of the  Southwest Quarter (SW 1/4), of Section  Six
       (6),  Township Thirteen  (13) North, Range  Three (3) West  of the Indian
       Meridian, in the City of Oklahoma, Oklahoma County, Oklahoma.

    The following  described real  property,  situate, lying  and being  in  the
County of Pontotoc, State of Oklahoma, to-wit:

    (1)  A tract of  land beginning at a  point 165 feet  north of the southwest
       corner of the Northeast Quarter of Northwest Quarter of Southeast Quarter
       (NE 1/4 NW 1/4  SE 1/4) of  Section 28, Township 4  North, Range 6  East,
       Pontotoc  County, Oklahoma, thence N0 DEG.09'01"W  along the west line of
       said NE 1/4 NW  1/4 SE 1/4 a  distance of 672.00 feet  to a point on  the
       south   right  of   way  line  of   State  Highways  3   and  99;  thence
       S89 DEG.40'06"E along said right of  way line a distance of 100.00  feet;
       thence S0 DEG.09'01"E a distance of 422.00 feet; thence S89 DEG.40'06"E a
       distance of 150.00 feet; thence S0 DEG.09'01"E a distance of 250.00 feet;
       thence  N89  DEG.40'06"W  a  distance  of 250.00  feet  to  the  point of
       beginning, containing 2.40 acres.

    The following  described real  property,  situate, lying  and being  in  the
County of Pottawatomie, State of Oklahoma, to-wit:

    (1)  A tract of land lying  in the N 1/2 of the  NW 1/4, Sec. 13, T10N, R3E,
       Pottawatomie County, Oklahoma, more particularly described as follows:

        Beginning at a point on the East line of the NW 1/4, Sec. 13, T10N,  R3E
       823  feet south of  the NE corner  of the N  1/2 of the  NW 1/4, Sec. 13,
       T10N, R3E; thence South  along the East  line of said  North half of  the
       NW  1/4, Sec. 13, T10N, R3E 506.1 feet to the South line of said N 1/2 of
       the NW 1/4, Sec. 13, T10N, R3E; thence West along the South line of  said
       N  1/2 of NW 1/4 of Sec. 13, T10N, R3E, a distance of 1281.85 feet to the
       Southerly right of way line of Kickapoo Street connection to U.S. Highway
       #270; thence  Northeasterly along  the  Southerly right  of way  line  of
       Kickapoo  Street connection  to U.S.  Highway #270,  a total  distance of
       1440.2 feet (Northeasterly on a curve to the right having a radius of 505
       feet) a distance of 337.7 feet;  thence North 58 DEG.57' East a  distance
       of  151.7 feet;  thence Northeasterly  on a curve  to the  right having a
       radius of 1809.9 feet a distance  of 836.1 feet; thence North 89  DEG.57'
       East a distance of 114.7 feet to the point of beginning and containing 10
       acres more or less.

    The  following  described real  property, situate,  lying  and being  in the
County of Seminole, State of Oklahoma, to-wit:

    (1) Tract of  land described  as beginning 583  feet west  of the  Northeast
       Corner  of Section 21,  Township 9 North,  Range 6 East,  thence west 100
       feet, thence south 515 feet, thence east 100 feet, thence north 515  feet
       to point of beginning.

                                      A-2

    The  following  described real  property, situate,  lying  and being  in the
County of Woodward, State of Oklahoma, to-wit:

    (1) Lots 1 and 2 and the East 30  feet of Lot 3 in Block 82 of the  Original
       Townsite of Woodward, Woodward County, Oklahoma according to the recorded
       plat.

                            IN THE STATE OF ARKANSAS

    The  following  described real  property, situate,  lying  and being  in the
County of Sebastian, State of Arkansas, to-wit:

    (1) Part of the Southeast Quarter (SE 1/4) of the Southwest Quarter (SW 1/4)
       of Section  32,  Township  8  North, Range  31  West,  Sebastian  County,
       Arkansas, more particularly described as follows:

        Commencing at the Southeast Corner of said Southeast Quarter (SE 1/4) of
       the  Southwest Quarter  (SW 1/4); thence  North 88 degrees  08 minutes 00
       seconds West, along the South line of said Southeast Quarter (SE 1/4)  of
       the  Southwest Quarter  (SW 1/4), 425.0  feet to the  POINT OF BEGINNING;
       thence North 88  degrees 08 minutes  00 seconds West,  903.3 feet to  the
       Southwest  corner of  said Southeast  Quarter (SE  1/4) of  the Southwest
       Quarter (SW 1/4);  thence North 02  degrees 30 minutes  19 seconds  East,
       along  the West line of said Southeast  Quarter (SE 1/4) of the Southwest
       Quarter (SW  1/4), 330.0  feet; thence  South 88  degrees 08  minutes  00
       seconds  East, parallel to  the South Line of  said Southeast Quarter (SE
       1/4) of the Southwest Quarter (SW 1/4), 899.9 feet to a point 425.0  feet
       West of the East line of said Southeast Quarter (SE 1/4) of the Southwest
       Quarter  (SW 1/4);  thence South 01  degrees 54 minutes  25 seconds West,
       330.0 feet to  the POINT  OF BEGINNING,  containing 6.83  acres, more  or
       less,  and being subject to easements of record. LESS AND EXCEPT all oil,
       gas, petroleum and other minerals in and under said property.

    (2) A tract of land situated in the Northwest Quarter (NW 1/4) of Section 5,
       Township 7 North, Range 32 West, more particularly described as follows:

        Commencing at a  point 3638.72  feet north  of the  southwest corner  of
       Section  5, Township  7 North,  Range 32  West, said  point being  on the
       Arkansas-Oklahoma State Line;  thence northerly along  said State Line  a
       distance  of 60 feet; thence  easterly at an angle  of 90 degrees to said
       State Line a distance of 95  feet; thence southerly and parallel to  said
       State  Line a distance of 60 feet; thence  westerly and at an angle of 90
       degrees to said State Line a distance of 95 feet to the point or place of
       beginning.

    (3) All that part of the South 500  feet of the North half of the  Southeast
       quarter  of Section  3, Township  7 North, Range  32 West,  lying west of
       Arkansas Highway 45 and East of the Missouri Pacific Railroad spur track,
       being more particularly described as follows:

        Beginning at the Southwest corner of the said N1/2 SE1/4; thence North 0
       degrees 40 minutes 00 seconds West 192.46  feet to the East right of  way
       line  of the Missouri Pacific Railroad; thence North 9 degrees 12 minutes
       06 seconds East  along said  right of  way line  312.09 feet  to a  point
       500.00  feet North of the South line  of said N1/2 SE1/4; thence North 89
       degrees 25 minutes 32 seconds East  parallel with the South line of  said
       N1/2 SE1/4 2516.49 feet to the West right of way line of Arkansas Highway
       45;  thence South 0 degrees 12 minutes 43 seconds East along said highway
       right of way 301.05 feet to a  point of curve; thence South 6 degrees  02
       minutes  10 seconds East  199.88 feet along  the chord of  a curve to the
       left having a radius of 984.93 feet and an arc length of 200.23 feet to a
       point on the South line  of said N1/2 SE1/4;  thence South 89 degrees  25
       minutes  32  seconds  West  2586.29  feet  to  the  point  of  beginning,
       containing 29.3193 acres, LESS AND  EXCEPT those mineral rights  conveyed
       to  J.T.  Stephens in  a  certain Mineral  Deed  dated November  9, 1959,
       recorded in  book 139  page 47,  and any  other minerals  and/or  mineral
       interests.

    (4) Lots 1, 2, 3 and 4, Block "R", Fitzgerald Addition to City of Ft. Smith,
       Arkansas.

                                      A-3

EX-5.01

                                                                    EXHIBIT 5.01


                   [LETTERHEAD OF RAINEY, ROSS, RICE & BINNS]



                                October 23, 1995



Oklahoma Gas and Electric Company
101 North Robinson
Oklahoma City, Oklahoma  73101

     Re:  $120,000,000 Principal Amount of Securities
          -------------------------------------------

Gentlemen:

     We have examined the Form S-3 Registration Statement, dated August 14, 1995
(the "Registration Statement"), and related Amendment No. 1 thereto, of Oklahoma
Gas and Electric Company (the "Company"), to which this opinion is included as
an exhibit, for the registration under the Securities Act of 1933, as amended
(the "Act"), of an aggregate principal amount of $120,000,000 of (a) First
Mortgage Bonds of one or more series (the "Bonds") to be issued under the Trust
Indenture dated February 1, 1945 as heretofore supplemented and amended by
supplemental trust indentures and a new supplemental trust indenture (the "New
Supplemental Indentures") for each series of Bonds all from the Company to
Boatmen's First National Bank of Oklahoma, as successor trustee (such Trust
Indenture, as supplemented and as to be supplemented, is herein referred to as
the "First Mortgage Indenture") and (b) notes or debentures ("Senior Notes")
issued under the senior note indenture the form of which is an exhibit to the
Registration Statement (the "Senior Note Indenture") between the Company and
Boatmen's First National Bank of Oklahoma, as Trustee.  The Bonds and the Senior
Notes are herein referred to collectively as the "Securities".  We have examined
all records, instruments, and documents which we have deemed necessary for the
purposes of this opinion, including the Registration Statement on Form S-3 under
the Securities Act of 1933, as amended, relating to the Securities to be filed
by the Company pursuant to said Act.

     Based upon the foregoing and upon our general familiarity with the
properties and affairs of the Company, we are of the opinion that:

     1.   The Company is a validly organized and legally existing corporation,
in good standing under the laws of the State of Oklahoma and is authorized to
conduct and operate its business as a public utility in the State of Oklahoma.

     2.   The First Mortgage Indenture, other than the New Supplemental
Indentures, is a legal, valid, and binding instrument of the Company.

     3.   The Senior Note Indenture, when duly executed and delivered by the
Company and the Trustee, will be a valid, legal and binding instrument of the
Company.



     4.   With respect to the Bonds, when, as and if the Bonds and one or more
New Supplemental Trust Indentures relating thereto have been duly authorized,
executed, delivered, filed and recorded as required by law, and the
consideration for the Bonds duly received by the Company, all in the manner
contemplated by said Registration Statement, and with respect to the Senior
Notes, when, as and if the Senior Notes and the Senior Note Indenture have been
duly executed and delivered, and the consideration for the Senior Notes duly
received by the Company, and in the manner contemplated by said Registration
Statement, the Bonds and the Senior Notes will be legally issued and binding
obligations of the Company if issued before January 1, 1997.

     5.   The statements made in the above-mentioned Registration Statement and
in the related Prospectus, purporting to be made or based upon our opinion,
correctly set forth our opinion upon said respective matters.

                                        Respectfully,

                                        RAINEY, ROSS, RICE & BINNS

                                        By:  /s/  Hugh D. Rice
                                           -------------------------------------