8-K

                      UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                    WASHINGTON, D.C. 20549

                                         FORM 8-K
                                     CURRENT REPORT

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


         Date of Report (Date of earliest event reported): February 1, 1996



                          SOUTHWESTERN PUBLIC SERVICE COMPANY
                (Exact name of registrant as specified in its charter)

     New Mexico                          1-3789                   75-0575400
(State or other jurisdiction of    (Commission File No.)      (I.R.S. Employer
incorporation or organization)                              Identification No.)

                        Tyler at Sixth, Amarillo, Texas 79101
                (Address of principal executive offices)  (Zip Code)

       Registrant's Telephone Number, including area code (806) 378-2121







ITEM 5. OTHER EVENTS

       On January 31, 1996, the Annual Meeting of  Shareholders  of Southwestern
Public  Service  Company  ("SPS") was held.  At the meeting,  the holders of SPS
common stock approved an amendment to the SPS Restated Articles of Incorporation
to  provide  for a new class of 10 million  shares of  preferred  stock,  $1 par
value,  which may be issued in series with such terms and  conditions  as may be
set by SPS's board.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

           (c)  Exhibits.   The following exhibits are filed herewith:

                3(i)    Restated Articles of Incorporation as amended through  
                         February 1, 1996.


                               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.



SOUTHWESTERN PUBLIC SERVICE COMPANY


/s/ Doyle R. Bunch II
Executive Vice President
Accounting and Corporate Development


DATE: February 23, 1996

EX-3.(I)

                                     RESTATED

                            ARTICLES OF INCORPORATION

                                        OF

                      SOUTHWESTERN PUBLIC SERVICE COMPANY


         Pursuant  to  Section  53-13-7  New  Mexico  Statutes  Annotated,  1978
Compilation, Southwestern Public Service Company, a New Mexico corporation, by a
resolution  duly  adopted by its Board of  Directors,  restates  its Articles of
Incorporation, as previously amended, as follows:

         FIRST: The name of the corporation shall be SOUTHWESTERN PUBLIC SERVICE
COMPANY (the "Corporation").

         SECOND: The location of the principal office of the Corporation in New
Mexico shall be at 111 East Fifth, Roswell, New Mexico.

         THIRD:  The  purpose  for which the  Corporation  is  organized  is the
transaction  of any  and all  lawful  business  for  which  corporations  may be
incorporated under the New Mexico Business Corporation Act (the "NMBCA").

         FOURTH:  The total number of authorized shares of the Corporation shall
be 110,000,000,  divided into 10,000,000  preferred shares having a par value of
$1 per share (the "Preferred  Stock") and 100,000,000 common shares having a par
value of $1 per share (the "Common Stock").

         The   designations,   voting   powers,   preferences,   and   relative,
participating,   optional,   or  other  special  rights,   and   qualifications,
limitations, or restrictions of the above classes of stock are as follows:

         (A) Preferred Stock

         (1) Issuance in Series.  Shares of Preferred Stock may be issued in one
or more series when, and for such  consideration or  considerations as the Board
of  Directors  determines.  All series will rank equally and be identical in all
respects, except as permitted by the following provisions of paragraph 2 of this
Article Fourth.

         (2)  Authority  of the  Board  with  Respect  to  Series.  The Board of
Directors is authorized,  at any time, to provide for the issuance of the shares
of Preferred Stock in one or more series with the  designations,  voting powers,
preferences, and relative, participating, optional, or other special rights, and
qualifications,  limitations,  or  restrictions  thereof  as are  stated  in the
resolution or resolutions  providing for the issue thereof  adopted by the Board
of Directors,  and as are not stated in these Restated Articles of Incorporation
or any amendment  hereto or not otherwise  prescribed by law including,  but not
limited to, determination of any of the following:

         (i) The maximum number of shares to constitute  the  series,  which may
subsequently  be increased  or decreased  (but not below the number of shares of
such series then  outstanding)  by  resolution of the Board of Directors and the
distinctive designation thereof;

         (ii) Whether the shares of the series shall have any voting powers,  in
addition to the voting  powers  provided by law,  and, if any,  the terms of the
voting powers;

         (iii) The dividend  rate or rates,  if any, on the shares of the series
or the manner in which such rate or rates shall be  determined,  the  conditions
and dates upon which the  dividends  shall be  payable,  and the  preference  or
relation  which the dividends  shall bear to the dividends  payable on any other
class or  classes or on any other  series of  capital  stock,  and  whether  the
dividends shall be cumulative or noncumulative;

         (iv) Whether the shares of the series shall be subject to redemption by
the  Corporation,  and, if made subject to redemption,  the times,  prices,  and
other terms, limitations, restrictions, or conditions of the redemption;

         (v) The relative  amounts,  and the relative rights or preferences,  if
any, of payment in respect of shares of the series,  which the holders of shares
of the series shall be entitled to receive upon the liquidation, dissolution, or
winding up of the Corporation;

         (vi) Whether the shares of the series shall be subject to the operation
of a  retirement  or sinking fund and, if so, the extent to which and the manner
in which any  retirement  or sinking  fund shall be applied to the  purchase  or
redemption  of the shares of the series for  retirement  or for other  corporate
purposes,  and  the  terms  and  provisions  relative  to the  operation  of the
retirement or sinking fund;

         (vii)  Whether the shares of the series shall be  convertible  into, or
exchangeable  for,  shares of any other  class,  classes,  or  series,  or other
securities,  whether or not issued by the Corporation,  and if so convertible or
exchangeable, the price or prices or the rate or rates of conversion or exchange
and the method, if any, of adjusting them;

         (viii) The limitations and restrictions,  if any, to be effective while
any shares of the series are  outstanding  upon the payment of  dividends or the
making of other  distributions on, and upon the purchase,  redemption,  or other
acquisition  by the  Corporation  of,  the  Common  Stock or any other  class or
classes of stock of the  Corporation  ranking junior to the shares of the series
either as to dividends or upon  liquidation,  dissolution,  or winding up of the
Corporation;

         (ix) The  conditions  or  restrictions,  if any,  upon the  creation of
indebtedness  of the  Corporation or upon the issuance of any  additional  stock
(including  additional shares of such series or of any other class) ranking on a
parity with or prior to the shares of the series as to dividends or distribution
of assets upon liquidation, dissolution, or winding up of the Corporation; and

         (x) Any other preference, relative,  participating,  optional, or other
special rights, and the qualifications,  limitations,  or restrictions  thereof,
not inconsistent  with law, this Article Fourth,  or any resolution of the Board
of Directors pursuant hereto.

         (3)  Preemptive Rights.  The holders of the Preferred Stock shall have 
no preemptive rights to subscribe  to any issue of shares or other securities of
any class of the Corporation.

(B) Common Stock

         (1)  Dividends.  Subject to the  preferential  rights of holders of the
Preferred  Stock,  dividends  may be paid or declared  and set apart for payment
upon the Common Stock out of any funds legally  available for the declaration of
dividends, but only when and as determined by the Board of Directors.

         (2)   Liquidation,   Dissolution,   or  Winding  Up.   Subject  to  the
preferential  rights  of  holders  of the  Preferred  Stock in the  event of any
voluntary  or  involuntary  liquidation,  dissolution,  or  winding  up  of  the
Corporation,  the  holders of shares of the Common  Stock  shall be  entitled to
receive all of the assets of the Corporation  available for  distribution to its
shareholders  ratably in  proportion to the number of shares of the Common Stock
they hold.

         (3) Voting Rights.  Except as may be otherwise required by law or these
Restated Articles of Incorporation, each holder of Common Stock has one vote for
each share of stock he or she holds of record on the books of the Corporation on
all matters voted upon by the  shareholders.  Cumulative voting for the election
of directors shall not be permitted.

         (4) Preemptive Rights.  The holders of the Common  Stock shall  have no
preemptive rights to subscribe to any issue of shares  or  other  securities of
any class of the Corporation.

         FIFTH: The duration of the Corporation shall be perpetual.

         SIXTH: The number of directors shall be fixed in the manner provided in
the Bylaws of the Corporation (the "Bylaws"), but in no case shall the number of
directors  elected by the  holders of the  Common  Stock be less than nine,  nor
greater  than  fifteen.  The Board of  Directors  shall be  divided  into  three
classes,  the first  class  designated  "Class I," the second  class  designated
"Class II," and the third class designated  "Class III." The number of directors
in each class elected by the holders of the Common  Stock,  or by the holders of
the Preferred  Stock pursuant to the  provisions of  subdivision  (F) of Article
Fourth,  shall be as nearly equal as possible.  The term of directors in Class I
shall be initially one year and thereafter three years. The term of directors in
Class II shall be initially two years and  thereafter  three years.  The term of
directors  in Class III shall be three  years.  The initial term for each of the
foregoing  classes  shall  commence on the  election of  directors at the annual
meeting  of  shareholders  in  1990.  At each  annual  meeting  of  shareholders
commencing  with the annual meeting in 1991, a number of directors  equal to the
number of the class  whose  term  expires at the time of such  meeting  shall be
elected  (unless the number of  directors  in such class has been  increased  or
decreased,  in which case such larger or smaller number shall be elected) by the
affirmative  vote of the holders of the  majority of the shares  represented  at
such  meeting  either in person or by proxy and entitled to vote on the election
of directors.  Notwithstanding  the  foregoing,  each director shall hold office
until his or her successor is chosen and qualified in his or her stead.

         Newly created  directorships  resulting from any increase in the number
of directors or any  vacancies in the Board of Directors  resulting  from death,
resignation, retirement,  disqualification,  removal from office, or other cause
may be filled by a majority  vote of the  directors  then in office (even though
the number of directors  then in office may  constitute  less than a quorum).  A
director  elected to fill a vacancy shall be elected for the  unexpired  term of
his or her predecessor in office.  A director elected to fill an increase in the
number of  directors  may be  elected  by the Board of  Directors  for a term of
office continuing only until the next election of directors by the shareholders.

         A director of the  Corporation  shall not be  personally  liable to the
Corporation  or to  its  shareholders  for  monetary  damages  for a  breach  of
fiduciary  duty as a  director  unless (a) he or she has  breached  or failed to
perform  the  duties  of his or her  office in  accordance  with the NMBCA as it
existed  on  January  13,  1988,  and (b)  the  breach  or  failure  to  perform
constitutes  negligence,  willful misconduct,  or recklessness.  If the NMBCA is
amended  to  permit  the  further  elimination  or  limitation  of the  personal
liability of  directors,  then the  liability  of a director of the  Corporation
shall be eliminated or limited to the fullest extent  permitted by the NMBCA, as
amended.

         Any repeal or modification of this Article Sixth by the shareholders of
the Corporation shall not adversely affect any right or protection of a director
of the Corporation in respect of any act or omission occurring prior to the time
of the repeal or modification.

         SEVENTH:  Subject  to the  rights of  holders of any class or series of
shares ranking prior to the Common Stock in respect of dividends or assets, only
persons who are nominated in accordance  with the  procedures  set forth in this
paragraph  shall be eligible to be  nominated as directors at any meeting of the
shareholders  of the  Corporation.  At any  meeting of the  shareholders  of the
Corporation,  nominations  of persons for election to the Board of Directors may
be made  (1) by or at the  direction  of the  Board of  Directors  or (2) by any
shareholder  of the  Corporation  who is a shareholder  of record at the time of
giving the notice provided for in this paragraph,  who shall be entitled to vote
at the meeting,  and who complies with the notice  procedures  set forth in this
paragraph.  For a  nomination  to be  properly  brought  before a  shareholders'
meeting by a  shareholder,  timely written notice shall be made to the Secretary
of the Corporation.  The  shareholder's  notice shall be delivered to, or mailed
and received at, the principal  office of the  Corporation not less than 35 days
nor more than 50 days prior to the meeting; provided, however, in the event that
less than 45 days notice or prior public  disclosure  of the date of the meeting
is given or made to shareholders, notice by the shareholder to be timely must be
received not later than the close of business on the tenth day following the day
on which  the  notice  of the  date of the  meeting  was  mailed  or the  public
disclosure  was made.  The  shareholder's  notice shall set forth (1) as to each
person whom the shareholder proposes to nominate for election or reelection as a
director,  all  information  relating  to such  person  that is  required  to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required by applicable  law  (including  the person's  written  consent to being
named as a nominee  and to serving as a director  if  elected),  and (2) (a) the
name and address, as they appear on the Corporation's books, of the shareholder,
(b) a  representation  that the  shareholder is a holder of record of the Common
Stock  entitled  to vote at the meeting on the date of the notice and intends to
appear in person or by proxy at the  meeting to  nominate  the person or persons
specified  in  the  notice,  and  (c)  a  description  of  all  arrangements  or
understandings  between the shareholder and each nominee and any other person or
persons  (naming  such person or persons)  pursuant to which the  nomination  or
nominations are to be made by the shareholder. The shareholder shall also comply
with all  applicable  requirements  of the  Securities  Exchange Act of 1934, as
amended (the "1934 Act") and the rules and  regulations  thereunder with respect
to the matters set forth in this paragraph. If the chairman of the meeting shall
determine  and  declare  at the  meeting  that a  nomination  was  not  made  in
accordance  with the  procedures  prescribed by this  paragraph,  the nomination
shall not be accepted.

         At any  meeting  of the  shareholders  of the  Corporation,  only  such
business shall be conducted as shall have been brought before the meeting (1) by
or at the direction of the Board of Directors or (2) by any  shareholder  of the
Corporation  who is a  shareholder  of record at the time of giving  the  notice
provided  for in this  paragraph,  who shall be entitled to vote at the meeting,
and who complies with the notice  procedures  set forth in this  paragraph.  For
business to be properly brought before a shareholders' meeting by a shareholder,
timely  written  notice shall be made to the Secretary of the  Corporation.  The
shareholder's  notice  shall be  delivered  to, or mailed and  received  at, the
principal  office of the Corporation not less than 35 days nor more than 50 days
prior to the  meeting;  provided,  however,  in the event that less than 45 days
notice or prior public disclosure of the date of the meeting is given or made to
shareholders,  notice by the shareholder to be timely must be received not later
than the  close of  business  on the tenth  day  following  the day on which the
notice of the date of the meeting was mailed or the public  disclosure was made.
The shareholder's notice shall set forth (1) a brief description of the business
desired to be brought  before the meeting and the  reasons for  considering  the
business,  and (2) (a) the name and address, as they appear on the Corporation's
books, of the shareholder, (b) a representation that the shareholder is a holder
of record of the Common Stock entitled to vote at the meeting on the date of the
notice and intends to appear in person or by proxy at the meeting to present the
business  specified  in  the  notice,  and  (c)  any  material  interest  of the
shareholder in the proposed business. The shareholder shall also comply with all
applicable requirements of the 1934 Act and the rules and regulations thereunder
with respect to the matters set forth in this paragraph.  If the chairman of the
meeting shall  determine  and declare at the meeting that the proposed  business
was not brought before the meeting in accordance with the procedures  prescribed
by this paragraph, the business shall not be considered.

         The notice  procedures set forth in this Article  Seventh do not change
or  limit  any  procedures  the  Corporation  may  require  in  accordance  with
applicable  law with respect to the  inclusion  of matters in the  Corporation's
proxy statement.

         EIGHTH: In furtherance and not in limitation of the powers conferred by
statute,  the Board of  Directors  is  authorized  to make and alter the Bylaws,
subject to the power of the  shareholders to alter and repeal the Bylaws made by
the Board of Directors.

         NINTH:  These Restated  Articles of Incorporation may be amended by the
affirmative  vote of the holders of a majority of the shares of the Common Stock
in  addition  to any  affirmative  vote of the  holders of the  Preferred  Stock
required by these Restated Articles of Incorporation or the laws of the State of
New Mexico.

         Notwithstanding  the foregoing or any other provision of these Restated
Articles  of  Incorporation  or the Bylaws  (and  notwithstanding  that a lesser
percentage  may be  specified  by law),  in order to amend,  alter,  change,  or
repeal, or to adopt any provisions  inconsistent  with,  Article Sixth,  Article
Seventh,  or this paragraph of Article  Ninth,  or to remove any director of the
Corporation  without  cause,  the  affirmative  vote of the  holders of at least
two-thirds of the Common Stock shall be required (in addition to any affirmative
vote of the holders of the Preferred  Stock required by these Restated  Articles
of Incorporation or the laws of the State of New Mexico).





         These Restated  Articles of  Incorporation  correctly set forth without
change  the  corresponding  provisions  of  the  Articles  of  Incorporation  as
previously  amended and supersede the original Articles of Incorporation and all
amendments.

         Dated: January 31, 1996


                                    SOUTHWESTERN PUBLIC SERVICE COMPANY



                                    By      /s/ DAVID M. WILKS
                                            President



                                    By      /s/ ROBERT D. DICKERSON
                                            Secretary


STATE OF TEXAS
COUNTY OF POTTER  }        ss.:

         DAVID M. WILKS, being first duly sworn,  states that he is President of
SOUTHWESTERN  PUBLIC SERVICE COMPANY,  that he has read and signed the foregoing
document, and that every statement contained in the document is true and correct
to the best of his information and belief.




                                            /s/ DAVID M. WILKS


         SWORN AND SUBSCRIBED TO BEFORE ME by the said  DAVID M. WILKS  on  this
 31st day of January, 1996.




                                    /s/ PATRICIA L. BELCHER
                                    Notary Public, State of Texas
                                    My commission expires: February 8, 2000


[NOTARIAL SEAL]

[Filed in the office of the State Corporation
 Commission of the State of New Mexico and
 made effective on February 1, 1996.]