S-3

As filed with the Securities and Exchange Commission on March 24, 2006

Registration No. 333-       

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SOUTHWESTERN PUBLIC SERVICE COMPANY

(Exact name of registrant as specified in its charter)

NEW MEXICO	75-0575400
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Tyler at Sixth Street
Amarillo, Texas  79101
(303) 571-7511

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

GARY L. GIBSON	BENJAMIN G.S. FOWKE III
President and Chief Executive Officer	Vice President and Chief Financial Officer
Southwestern Public Service Company	Southwestern Public Service Company
Tyler at Sixth Street	Tyler at Sixth Street
Amarillo, Texas 79101	Amarillo, Texas 79101
(303) 571-7511	(303) 571-7511
(Name and address, including zip code, of agent for service)

Copy to:

ROBERT J. JOSEPH
Jones Day
77 West Wacker
Chicago, Illinois 60601
(312) 269-4176

Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.

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

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

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

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

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

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

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Unit (1)(2)		Proposed Maximum Aggregate Offering Price (1)(2)		Amount Of Registration Fee
Debt Securities	$	500,000,000	100	%	$	500,000,000	$	53,500

(1)Estimated solely for purposes of calculating registration fee.

(2)Exclusive of accrued interest, if any.

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

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

Subject To Completion, Dated March 24, 2006

PROSPECTUS

$500,000,000

SOUTHWESTERN PUBLIC SERVICE COMPANY
Tyler at Sixth Street
Amarillo, Texas 79101
(303) 571-7511

DEBT SECURITIES

We may offer for sale, from time to time, up to $500,000,000aggregate principal amount of our unsecured debt securities. We refer to the unsecured debt securities being offered by the prospectus as the “Debt Securities.”  We may sell our Debt Securities in one or more series (1) through underwriters or dealers, (2) directly to a limited number of institutional purchasers, or (3) through agents.  See “Plan of Distribution.” The amount and terms of the sale of a series of our Debt Securities will be determined at the time of sale and included in a prospectus supplement that will accompany this prospectus.  You should read this prospectus and any supplement carefully before you invest.  We cannot sell any of the Debt Securities unless this prospectus is accompanied by a prospectus supplement.  That prospectus supplement will include if applicable:

•the names of any underwriters, dealers or agents involved in the distribution of that series of Debt Securities;

•any applicable commissions or discounts and the net proceeds to us from that sale;

•the aggregate principal amount and offering price of that series of the Debt Securities;

•the rate or rates (or method of calculation) of interest;

•the time or times and place of payment of interest;

•the maturity date or dates; and

•any redemption terms or other specific terms of that series of Debt Securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus.  Any representation to the contrary is a criminal offense.

The date of this prospectus is           , 2006.

As permitted under the rules of the Securities and Exchange Commission, this prospectus incorporates important business information about Southwestern Public Service Company that is contained in documents that we file with the Securities and Exchange Commission but that are not included in or delivered with this prospectus.  You may obtain copies of these documents, without charge, from the website maintained by the Securities and Exchange Commission at www.sec.gov, as well as other sources.  See “Where You Can Find More Information.”

You may also obtain copies of the incorporated documents, without charge, upon written or oral request to the Corporate Secretary, Southwestern Public Service Company, c/o Xcel Energy Inc., 800 Nicollet Mall, Suite 3000, Minneapolis, Minnesota 55402, (612) 215-5346.

You should rely only on the information incorporated by reference or provided in this prospectus.  We have not authorized anyone else to provide you with different information.  We are not making an offer of these securities in any state where the offer is not permitted.  You should not assume that the information in this prospectus or the documents incorporated by reference is accurate as of any date other than the date on the front of those documents.

TABLE OF CONTENTS

About This Prospectus

Where You Can Find More Information

Our Company

Use of Proceeds

Ratio of Consolidated Earnings to Consolidated Fixed Charges

Description of Debt Securities

Book-Entry System

Plan of Distribution

Legal Opinions

Experts

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”) utilizing a “shelf” registration process.  Under this shelf process, we may sell the securities described in this prospectus in one or more offerings up to a total dollar amount of $500,000,000.

This prospectus provides you with a general description of the securities we may offer.  Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering.  The prospectus supplement may also add, update or change information contained in this prospectus.  You should read this prospectus and the related exhibits filed with the SEC and any prospectus supplement together with additional information described under the caption “Where You Can Find More Information.”

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, and other information with the SEC.  Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov.  You may also read and copy any document we file at the SEC’s public reference room located at 100 F Street N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

We are “incorporating by reference” the information we have filed with the SEC, which means that we are disclosing important information to you by referring you to those documents.  The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information.  We incorporate by reference our Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC on February 28, 2006, and any future filings made after the date of the registration statement of which this prospectus is a part with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, until we sell all of the securities.

We are not required to, and do not, provide annual reports to holders of our Debt Securities unless specifically requested by a holder.

This prospectus is part of a registration statement we have filed with the SEC relating to our securities.  As permitted by SEC rules, this prospectus does not contain all of the information included in the registration statement and the accompanying exhibits and schedules we file with the SEC.  You should read the registration statement, the exhibits and the schedules for more information about us and our securities.  The registration statement, exhibits and schedules are also available at the SEC’s public reference room or through its Internet site.

You may also obtain a copy of our filings with the SEC at no cost by writing or telephoning us at the following address:

Attn:  Corporate Secretary

Southwestern Public Service Company

c/o Xcel Energy Inc.

800 Nicollet Mall, Suite 3000

Minneapolis, Minnesota  55402

(612) 215-5346

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OUR COMPANY

We were incorporated in 1921 under the laws of the State of New Mexico.  We are an operating utility engaged primarily in the generation, purchase, transmission, distribution and sale of electricity.  We serve approximately 395,000 electric customers in portions of Texas, New Mexico, Oklahoma and Kansas.  A major portion of our retail revenue is derived from operations in Texas.  We derive a significant portion of our operating revenues from the wholesale sale of electric capacity and energy.  Substantially all of this part of our business is comprised of sales of capacity and/or energy from our own generating facilities under long-term commitments.  The wholesale customers we serve comprised approximately 38 percent of our total kilowatt hour sales in 2005.

We are a wholly owned subsidiary of Xcel Energy Inc. (“Xcel Energy”).  Xcel Energy was incorporated under the laws of the State of Minnesota in 1909.  Among Xcel Energy’s other subsidiaries are Public Service Company of Colorado, a Colorado corporation, Northern States Power Company, a Minnesota corporation, and Northern States Power Company, a Wisconsin corporation.

Our principal executive offices are located at Tyler at Sixth Street, Amarillo, Texas 79101 and our telephone number is (303) 571-7511.

USE OF PROCEEDS

Unless otherwise indicated in a prospectus supplement relating to the issue of a particular series of Debt Securities, we intend to use the net proceeds from the sale of the Debt Securities offered hereby for general corporate purposes, including capital expenditures, repayment of short-term debt and refunding of long-term debt at maturity or otherwise.  Our short-term debt aggregated approximately $75 million as of February 28, 2006.  The specific allocation of the proceeds of a particular series of the Debt Securities will be described in the prospectus supplement relating to that series.

RATIO OF CONSOLIDATED EARNINGS TO
CONSOLIDATED FIXED CHARGES

(unaudited)

	Year Ended December 31,
	2005	2004	2003	2002	2001
Ratio of Earnings to Fixed Charges	2.8	2.6	3.5	3.1	4.5

For purposes of computing the ratio of earnings to fixed charges, (i) earnings consist of income from continuing operations plus fixed charges, federal and state income taxes, deferred income taxes and investment tax credits; and (ii) fixed charges consist of interest on long-term debt, other interest charges and amortization of debt discount, premium and expense.

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DESCRIPTION OF DEBT SECURITIES

The description below contains summaries of selected provisions of the indenture, including the supplemental indenture, under which the Debt Securities will be issued. These summaries are not complete. The indenture and the form of supplemental indenture have been filed as exhibits to the registration statement. You should read them for provisions that may be important to you. In the summaries below, we have included references to section numbers of the indenture so that you can easily locate these provisions.

We are not required to issue future issues of indebtedness under the indenture described in this prospectus. We are free to use other indentures or documentation, containing provisions different from those described in this prospectus, in connection with future issues of other indebtedness.

The Debt Securities will be represented either by global securities registered in the name of the Depository, or its nominee, or by securities in certificate form issued to the registered owners, as set forth in the applicable prospectus supplement. See the information under the caption “Book-Entry System” in this prospectus.

General

We may issue the Debt Securities in one or more new series under an Indenture dated February 1, 1999 between us and JPMorgan Chase Bank, N.A., as successor trustee (the “Trustee”).  This indenture, as previously supplemented and as to be supplemented by a new supplemental indenture for each series of  debt securities, is referred to in this prospectus as the “Indenture.”  As of December 31, 2005, there were four series of debt securities in an aggregate principal amount of $700.0 million outstanding under the Indenture.

The holders of the outstanding securities do not, and, unless the prospectus supplement provides otherwise with respect to that series, the holders of any Debt Securities offered by this prospectus will not, have the right to require us to repurchase the Debt Securities if we become involved in a highly leveraged or change in control transaction.  The Indenture does not have any provision that is designed specifically in response to highly leveraged or change in control transactions.  However, any change in control transaction and any incurrence of substantial additional long-term indebtedness, as securities or otherwise, by us in such a transaction of that nature would require approval of state utility regulatory authorities and, possibly, of federal regulatory authorities. Management believes that such approvals would be unlikely in any transaction that would result in us, or our successor, having a highly leveraged capital structure.

The Debt Securities will be unsecured obligations and will rank on a parity with our other existing and future unsecured and unsubordinated indebtedness. We refer in this prospectus to debt securities issued under the  Indenture, whether previously issued or to be issued in the future, including the Debt Securities, as the “securities.” The amount of securities that we may issue under the Indenture is not limited.  The securities may be issued in series up to the aggregate principal amount which may be authorized by us from time to time.

The Debt Securities may be issued in one or more series, may be issued at various times, may have differing maturity dates and may bear interest at differing rates.  The prospectus supplement applicable to each of the Debt Securities will specify:

•the title, aggregate principal amount, currency or composite currency and denomination of that series of Debt Securities;

•the price or prices (or method for determining price or prices) at which the Debt Securities will be issued and, if an index formula or other method is used, the method for determining amounts of principal or interest;

•the date of maturity of that series of Debt Securities;

•the interest rate(s) (which may be fixed or variable), if any, of that series of Debt Securities;

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•the date or dates from which the interest will accrue and on which interest will be payable, and the record dates for the payment of interest;

•the manner of paying principal or interest;

•the place or places where principal and interest will be payable;

•the terms of any mandatory or optional redemption by us, including the terms of any sinking fund;

•the terms of any redemption at the option of the holders;

•whether the Debt Securities are to be issuable as registered Debt Securities, bearer Debt Securities, or both, and whether and upon what terms any registered Debt Securities may be exchanged for bearer Debt Securities and vice versa;

•whether the Debt Securities are to be represented in whole or in part by a Debt Security in global form and, if so, the identity of the depository for any global Debt Security;

•any tax indemnity provisions;

•if the Debt Securities provide that payments of principal or interest may be made in a currency other than that in which Debt Securities are denominated, the manner for determining those payments;

•the portion of principal payable upon acceleration of a Debt Security where the amount of principal due upon acceleration is less than the stated principal amount (“discounted security”);

•whether and upon what terms Debt Securities may be defeased;

•any events of default or restrictive covenants in addition to or in lieu of those set forth in the Indenture;

•provisions for electronic issuance of Debt Securities or for Debt Securities in uncertificated form;

•the terms, if any, upon which the Debt Securities will be convertible into or exchangeable for other securities or other property of our company or another person; and

•any additional provisions or other special terms not inconsistent with the provisions of the Indenture, including any terms that may be required or advisable under United States laws or regulations, or advisable in connection with the marketing of the Debt Securities.

The Debt Securities of a particular series may be issued in whole or in part in the form of one or more global Debt Securities that will be deposited with, or on behalf of, The Depository Trust Company (“DTC”), as depository (“Depository”).  Global Debt Securities may be issued in registered, bearer or uncertificated form and in either temporary or permanent form.  Until it is exchanged in whole or in part for Debt Securities in definitive form, a global Debt Security may not be transferred except as whole by the Depository to a nominee or a successor depository.  (Section 2.12.)  See “Book-Entry System” in this prospectus.

Debt Securities of any series may be issued as registered Debt Securities, bearer Debt Securities or uncertificated Debt Securities, as specified in the terms of the series.  Unless otherwise indicated in the prospectus supplement, registered Debt Securities will be issued in denominations of $1,000 and integral multiples of $1,000, and bearer Debt Securities will be issued in denominations of $5,000 and integral multiples of $5,000.  One or more global Debt Securities will be issued in a denomination or aggregate denominations equal to the aggregate principal amount of outstanding Debt Securities of the series to be represented by such global Debt Securities or Debt Securities.

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Unless otherwise indicated in the prospectus supplement, in connection with its original issuance, no bearer Debt Security will be offered, sold, resold, or mailed or otherwise delivered to any location in the United States and a bearer Debt Security in definitive form may be delivered in connection with its original issuance only if the person entitled to receive the bearer Debt Security furnishes certification in a form acceptable to us and in compliance with applicable U.S. laws and regulations. (Section 2.04).

Any special United States federal income tax considerations applicable to bearer Debt Securities will be described in the prospectus supplement relating to that series of Debt Securities.

To the extent set forth in the prospectus supplement, except in special circumstances set forth in the Indenture, principal and interest on bearer Debt Securities will be payable only upon surrender of bearer Debt Securities and coupons at one of our paying agencies located outside of the United States.  During any period necessary to conform to United States tax law or regulations, we will maintain a paying agent outside the United States to which the bearer Debt Securities and coupons may be presented for payment and will provide the necessary funds to the paying agent upon reasonable notice.

Registration of transfer of registered Debt Securities may be requested upon surrender of the Debt Securities at any of our agencies maintained for the purpose and upon fulfillment of all other requirements of the agent.  Bearer Debt Securities and the related coupons will be transferable only by delivery.

Debt Securities may be issued under the Indenture as discounted securities to be offered and sold at a substantial discount from the principal amount thereof.  Special United States federal income tax and other applicable considerations will be described in the prospectus supplement relating to the discontinued securities.

Certain Covenants

The Debt Securities will not be secured by any of our properties or assets and will represent unsecured debt.  Unless otherwise indicated in the prospectus supplement, the Indenture will not limit the amount of secured or unsecured debt that we may issue.

Successor Obligor

Unless otherwise indicated in the prospectus supplement, we will not consolidate with or merge into, or transfer all or substantially all of our assets to, any person, unless:

•the person is organized under the laws of the United States or a state of the United States;

•the person assumes by supplemental indenture all our obligations under the Indenture, the Debt Securities and any coupons;

•all required approvals of any regulatory body having jurisdiction over the transaction have been obtained; and

•immediately after the transaction no default (as described below) exists.

If these conditions are satisfied, then the successor will be substituted for us, and thereafter all our obligations under the Indenture, the Debt Securities and any coupons will terminate. (Section 5.01).

Exchange of Debt Securities

Registered Debt Securities may be exchanged for an equal aggregate principal amount of registered Debt Securities of the same series and maturity date in the authorized denominations as may be requested upon surrender of the registered Debt Securities at an agency of our company maintained for that purpose and upon fulfillment of all other requirements of the agent.

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To the extent permitted by the terms of a series of Debt Securities authorized to be issued in registered form and bearer form, bearer Debt Securities may be exchanged for an equal aggregate principal amount of registered or bearer Debt Securities of the same series and maturity date in the authorized denominations as may be requested upon surrender of the bearer Debt Securities with all related unpaid coupons (except as may otherwise be provided in the Debt Securities) at an agency of our company maintained for that purpose and upon fulfillment of all other requirements of the agent.  (Section 2.07).  As of the date of this prospectus, it is expected that the terms of a series of Debt Securities will not permit registered Debt Securities to be exchanged for bearer Debt Securities.

Payment and Payment Agents

Principal, interest and premium, if any, on Debt Securities issued in the form of global securities will be paid in the manner described below under the caption “Book-Entry System.”  Unless we indicate otherwise in the applicable prospectus supplement, interest on Debt Securities that are in the form of certificated securities will be paid by check mailed to the holder at that person’s address as it appears in the register for the Debt Securities maintained by the Trustee.  Unless we indicate otherwise in the applicable prospectus supplement, the principal, interest at maturity and premium, if any, on Debt Securities in the form of certificated securities will be payable by check at the office of the Trustee.

Defaults and Remedies

Unless otherwise indicated in the applicable prospectus supplement, the following will constitute events of default for a particular series of Debt Securities:

•default in any payment of interest on any Debt Securities of that series when due and payable and the default continues for a period of 60 days;

•default in the payment of the principal of any Debt Securities of that series when due and payable at maturity or upon redemption, acceleration or otherwise;

•default in the payment or satisfaction of any sinking fund obligation with respect to any Debt Securities of that series as required by the resolution establishing such series and the default continues for a period of 60 days;

•default in the performance of any of our other agreements applicable to that series and the default continues for 90 days after the notice specified below;

•specified events of bankruptcy, insolvency or reorganization of our company; or

•any other event of default provided for in the series.  (Section 6.01).

A default in the performance of any of our other agreements applicable to that series is not an event of default until the Trustee or the holders of at least 25% in principal amount of the Debt Securities of the series notify us of the default and we do not cure the default within the time specified after receipt of the notice.  If the holders notify us of a default, they must notify the Trustee at the same time. (Section 6.01)

Acceleration of Maturity.  If an event of default occurs and is continuing on a series, either the Trustee or the holders of at least 25 percent in principal amount of outstanding Debt Securities of that series may declare the principal of and accrued interest on all Debt Securities of the series to be due and payable immediately.  The holders of a majority in principal amount of the outstanding Debt Securities of that series may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing events of default on the series have been cured or waived except the nonpayment of amounts due solely because of the acceleration.  (Section 6.02)

Indemnification of Trustee.  The Trustee generally will be under no obligation to exercise any of its rights or powers under the Indenture unless the Trustee, upon a reasonable belief that exercising such rights or powers

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would expose it to any loss, liability or expense, receives indemnity satisfactory to it against such loss, liability or expense.  (Section 7.01)

Right to Direct Proceedings.  The holders of a majority in principal amount of a series generally will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred on the Trustee, relating to that series.  However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or would expose the Trustee to personal liability or be unduly prejudicial to holders not joining in such proceeding.  (Section 6.05)

Limitation on Rights to Institute Proceedings.  No holder of the Debt Securities of a series will have any right to pursue a remedy under the Indenture, unless:

•the holder has previously given the Trustee written notice of a continuing event of default on the series;

•the holders of at least 25 percent in principal amount of the outstanding Debt Securities of that series have made written request, and the holder or holders have offered indemnity satisfactory to the Trustee to pursue the remedy;

•the Trustee has failed to comply with the request within 60 days after the request and offer; and

•during such 60-day period the holders of a majority in principal amount of the outstanding Debt Securities of that series do not give the Trustee any inconsistent directions.  (Section 6.06)

No Impairment of Right to Receive Payment.  Notwithstanding any other provision of the Indenture, the holder of any Debt Security will have the absolute and unconditional right to receive payment of the principal, premium, if any, and interest on that Debt Security when due, and to institute suit for enforcement of that payment.  This right may not be impaired without the consent of the holder.  (Section 10.02)

Notice of Default.  The Trustee is required to give the holders notice of the occurrence of a default within 90 days of the default.  Except in the case of a non-payment on the Debt Securities, the Trustee may withhold the notice if its committee of officers determines in good faith that it is in the interest of holders to do so.  (Section 7.04)  We are required to deliver to the Trustee each year a certificate as to whether or not we are in compliance with the conditions and covenants under the Indenture.  (Section 4.05)

Waiver.  The holders of not less than a majority in aggregate principal amount of a series may waive any default on the series, except a default in the payment of the principal, premium, if any, or interest on the series or in respect of a provision which under the Indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of that series affected.  (Section 6.04)

The Indenture does not have a cross-default provision.  Thus, unless otherwise indicated in the applicable prospectus supplement, a default by us on any other debt (including any other series of securities issued under the Indenture) would not constitute an event of default.

Amendments and Waivers

Unless otherwise indicated in the applicable prospectus supplement, we and the Trustee may modify and amend the Indenture and the Debt Securities from time to time as described below.  Depending upon the type of amendment, we may not need the consent or approval of any of the holders of the securities, or we may need either the consent or approval of the holders of a majority in principal amount of all outstanding securities affected by the proposed amendment or the consent or approval of each holder affected by the proposed amendment.

We will not need the consent of any holder for the following types of amendments:

•to cure any ambiguity, omission, defect or inconsistency;

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•to provide for assumption of our obligations under the Indenture and the securities in the event of a merger or consolidation requiring such assumption;

•to provide that specific provisions of the Indenture not apply to a series of securities not previously issued;

•to create a series and establish its terms;

•to provide for a separate trustee for one or more series; or

•to make any change that does not materially adversely affect the rights of any holder of securities.  (Article 10.)

We will need the consent of the holders of each outstanding security affected, if the proposed amendment would do any of the following:

•reduce the amount of securities whose holders must consent to an amendment or wavier;

•reduce the interest rate or change the time for payment of interest;

•change the fixed maturity of any security;

•reduce the principal of any non-discounted security or reduce the amount of principal of any discounted security that would be due on acceleration;

•change the currency in which principal or interest is payable;

•make any change that materially adversely affects the right to convert any security; or

•waive any default in payment of interest or principal.

Amendments other than those described in the above paragraphs will require the approval of the holders of a majority in principal amount of the securities of all series affected voting as one class.  A default on a series may be waived with the consent of the holders of a majority in principal amount of the securities of that series.

Legal Defeasance and Covenant Defeasance

Debt Securities of a series may be defeased in accordance with their terms and, unless otherwise indicated in the applicable prospectus supplement, as described below.  At any time we may terminate as to a series all of our obligations (except for specified obligations regarding the defeasance trust and obligations to register the transfer or exchange of a Debt Security, to replace destroyed, lost or stolen Debt Securities and coupons and to maintain paying and other agencies for the Debt Securities) with respect to the Debt Securities of that series and any related coupons and the Indenture (“legal defeasance”).

At any time we may terminate as to a series of Debt Securities our obligations under any restrictive covenants which may be applicable to that particular series (“covenant defeasance”).  We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option.  If we exercise our legal defeasance option, a series may not be accelerated because of an event of default.  If we exercise our covenant defeasance option, a series may not be accelerated by reference to any restrictive covenant which may be applicable to a particular series so defeased under the terms of the series.

To exercise either defeasance option as to a series, we must deposit in trust (the “defeasance trust”) with the Trustee money or direct obligations of the United States of America which have the full faith and credit of the United States of America pledged for payment and which are not callable at the issuer’s option, or certificates representing an ownership interest in those obligations for the payment of principal, premium, if any, and interest on

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the Debt Securities of the series to redemption or maturity and must comply with specified other conditions.  In particular, we must obtain an opinion of tax counsel that the defeasance will not result in recognition of any gain or loss to holders for federal income tax purposes.  (Article 8.)

Resignation or Removal of Trustee

The Trustee may resign at any time by notifying us in writing and specifying the day upon which the resignation is to take effect.  The resignation will not take effect, however, until a successor trustee has been appointed.  (Section 7.07.)

The holders of a majority in principal amount of the outstanding securities may remove the Trustee at any time (Section 7.07.)  We may remove the Trustee if the Trustee fails to comply with specific provisions of the Trust Indenture Act of 1939, as amended, or fails to comply with the capital and surplus requirements as set forth in its most recent published report of condition.  (Section 7.08.)  We may also remove the Trustee if one of the following occurs:

•the Trustee is adjudged a bankrupt or an insolvent;

•a custodian or other public officer takes charge of the Trustee or its property;

•the Trustee becomes incapable of acting;

•or specified events of bankruptcy, insolvency or reorganization of our company occur.  (Section 7.07.)

Governing Law

The Indenture and the Debt Securities will be governed by, and will be construed in accordance with, the laws of the State of New York.

Concerning the Trustee

JPMorgan Chase Bank, N.A., is the Trustee.  We maintain banking relationships with the Trustee in the ordinary course of business.  The Trustee also acts as trustee for some of our other securities as well as securities of some of our affiliates.

BOOK-ENTRY SYSTEM

Each series of Debt Securities offered by this prospectus may be issued in the form of one or more global Debt Securities, as applicable, representing all or part of that series of Debt Securities.  This means that we will not issue certificates for that series of Debt Securities to the holders.  Instead, a global security representing that series will be deposited with, or on behalf of, DTC, or its successor as the Depository and registered in the name of the Depository or a nominee of the Depository.

The Depository will keep a computerized record of its participants (for example, your broker) whose clients have purchased Debt Securities represented by a global security.  Unless it is exchanged in whole or in part for a certificated security, a global security may not be transferred, except that the Depository, its nominees and their successors may transfer a global security as a whole to one another.

Beneficial interests in global securities will be shown on, and transfers of interests will be made only through, records maintained by the Depository and its participants.  The laws of some jurisdictions require that some purchasers take physical delivery of securities in definitive form.  These laws may impair the ability to transfer beneficial interests in a global security.

We will wire principal, interest and any premium payments to the Depository or its nominee.  We and the trustee will treat the Depository or its nominee as the owner of the global security for all purposes, including any

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notices and voting.  Accordingly, we, the applicable trustee and any paying agent will have no direct responsibility or liability to pay amounts due on a global security to owners of beneficial interests in a global security.

Unless otherwise specified in the prospectus supplement that describes a particular series of Debt Securities, DTC will act as Depository for those Debt Securities issued as global securities.  The Debt Securities will be registered in the name of Cede & Co.  (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC.

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

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

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

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

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

Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Debt Securities unless authorized by a Direct Participant in accordance with DTC’s Procedures.  Under its usual

10

procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record date.  The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Debt Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds and distributions on the Debt Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC.  DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from us or the trustee on payable date in accordance with their respective holdings shown on DTC’s records.  Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, the trustee, or us, subject to any statutory or regulatory requirements as may be in effect from time to time.  Payment of redemption proceeds and distributions to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC ) is the responsibility of us or the trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

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

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

The information in this section concerning DTC and DTC’s book entry system has been obtained from DTC, and we and any underwriters, dealers or agents take no responsibility for the accuracy thereof.

PLAN OF DISTRIBUTION

We intend to sell the Debt Securities offered by this prospectus to or through underwriters or dealers, and may also sell the Debt Securities directly to other purchasers or through agents, as described in the prospectus supplement relating to an issue of Debt Securities.

The distribution of the Debt Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices.

In connection with the sale of the Debt Securities, underwriters may receive compensation from us or from purchasers of the Debt Securities for whom they may act as agents in the form of discounts, concessions or commissions.  Underwriters may sell the Debt Securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents.  Underwriters, dealers and agents that participate in the distribution of the Debt Securities may be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the Debt Securities by them may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended.  Any person who may be deemed to be an underwriter will be identified, and any compensation received from us will be described in the prospectus supplement.

Under agreements into which we may enter in connection with the sale of the Debt Securities, underwriters, dealers and agents who participate in the distribution of the Debt Securities may be entitled to indemnification by us against specified liabilities, including liabilities under the Securities Act of 1933, as amended.

No person has been authorized to give any information or to make any representation not contained in this prospectus and, if given or made, that information or representation must not be relied upon as having been authorized.  This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Debt Securities offered by this prospectus in any jurisdiction to any person to whom it is unlawful to make the offer in the

11

jurisdiction.  Neither the delivery of this prospectus nor any sale made under this prospectus shall, under any circumstances, create any implication that the information in this prospectus is correct as of any time subsequent to the date of this prospectus or that there has been no change in our affairs since that date.

LEGAL OPINIONS

Legal opinions relating to the Debt Securities will be rendered by Hinkle, Henlsey, Shanor & Martin, L.L.P., Amarillo, Texas and by Jones Day, Chicago, Illinois, counsel for our company.  Certain legal matters relating to the Debt Securities will be passed upon by Dewey Ballantine LLP, New York, New York, for any underwriters, dealers or agents named in a prospectus supplement.

EXPERTS

The financial statements and the related financial statement schedule incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given their authority as experts in accounting and auditing.

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PART II:
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

Set forth below is an estimate of the approximate amount of our fees and expenses (other than underwriting discounts and commissions) in connection with the issuance of the Debt Securities:

Registration fee under the Securities Act of 1933	$	53,500	*
Fees of rating agencies	$	204,500
Printing and engraving	$	30,000
Accounting services	$	30,000
Fees of company counsel	$	120,000
Trustees’ charges	$	22,000
Expenses and counsel fees for qualification or registration under state securities laws	$	10,000
Miscellaneous	$	30,000
Total fees and expenses	$	500,000

*  All items are estimated except the first

Item 15.  Indemnification of Director and Officers

Section 53-11-4.1 of the New Mexico Business Corporation Act empowers a corporation to indemnify any officer or director against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the person in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to a criminal proceeding, had no reasonable cause to believe the person’s conduct was unlawful. This section empowers a corporation to maintain insurance or furnish similar protection, including, but not limited to, providing a trust fund, a letter of credit, or self-insurance on behalf of any officer of director against any liability asserted against and incurred by the person in such capacity whether or not the corporation would have the power to indemnify the person against such liability under the provisions of this section.

The indemnification authorized by Section 53-11-4.1 is not exclusive of any other rights to which an officer of director may be entitled under the articles of incorporation, the bylaws, an agreement, a resolution of shareholders or directors or otherwise.

Article Seventh of our Amended and Restated Articles of Incorporation provides that a director shall not be personally liable to us or to the shareholders for monetary damages for a breach of fiduciary duty as a director unless the director has breached or failed to perform the duties of his or her office in accordance with the New Mexico Business Corporation Act, and the breach or failure to perform constitutes negligence, willful misconduct, or recklessness.

Article IV of our Bylaws requires us, to the fullest extent permitted by the New Mexico Business Corporation Act, to pay or reimburse expenses, liabilities, and losses incurred by an officer or director involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was serving as an officer or director of Southwestern Public Service Company.

The Bylaws also require us to pay or reimburse all covered expenses to an officer or director promptly upon receipt of a written claim and, where the claimant seeks an advancement of expenses (including attorney’s fees) incurred or to be incurred by an officer or director in connection with a proceeding.

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We are insured up to $160,000,000 against loss in excess of $10,000,000 because of any claim made against us or our officers or directors and alleged to have been caused by any negligent act, error, omission, or breach of duty by our officers or directors. The insurance is subject to specified exclusions.

Item 16.  Exhibits.

1.01	Form of Underwriting Agreement.
4.01*	Trust Indenture, dated as of February 1, 1999, between Southwestern Public Service Company and JPMorgan Chase Bank, N.A., as successor Trustee, (Exhibit 99.2 to Form 8-K dated February 25, 1999, File No. 1-03789).
4.02*	First Supplemental Indenture, dated as of March 1, 1999, between Southwestern Public Service Company and JPMorgan Chase Bank, N.A., as successor Trustee (Exhibit 99.3 to Form 8-K dated February 25, 1999, File No. 1-03789).
4.03*	Second Supplemental Indenture dated as of October 1, 2001, between Southwestern Public Service Company and JPMorgan Chase Bank, N.A., as successor Trustee (Exhibit 4.01 to 8-K dated October 23, 2001, File No. 001-03789)
4.04*	Third Supplemental indenture dated as of October 1, 2003, between Southwestern Public Service Company and JPMorgan Chase Bank, N.A., as successor Trustee (Exhibit 4.04 to Xcel Energy Form 10-Q dated November 13, 2003, File No. 001-03034).
4.05	Form of Supplemental Indenture for each series of Debt Securities.
5.01	Opinion of Hinkle, Hensley, Shanor & Martin, L.L.P. as to the legality of the Debt Securities.
5.02	Opinion of Jones Day as to the legality of the Debt Securities.
12.01	Statement of computation of ratio of earnings to fixed charges.
23.01	Consent of Hinkle, Hensley, Shanor & Martin, L.L.P.(included in Exhibit 5.01).
23.02	Consent of Jones Day (included in Exhibit 5.02)
23.03	Consent of Deloitte & Touche LLP.
24.01	Power of Attorney.
25.01	Form T-1 Statement of Eligibility of JPMorgan Chase Bank, N.A., to act as Trustee under the Indenture.

*Previously filed as indicated and incorporated herein by reference.

Item 17.  Undertakings.

The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represented no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that (A) clauses (i) and (ii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and (B) Clauses (i), (ii) and (iii) above do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs

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is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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

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

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

(i)If the registrant is relying on Rule 430B:

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

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

(ii)If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such

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purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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

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

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

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

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

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described under Item 15, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements of filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, and State of Minnesota, on the24th day of March, 2006.

SOUTHWESTERN PUBLIC SERVICE COMPANY
By:	/S/ BENJAMIN G.S. FOWKE III
	Benjamin G.S. Fowke III Vice President and Chief Financial Officer

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

Signature	Title	Date
*	President, Chief Executive Officer	March 24, 2006
Gary L. Gibson	and Director
	(Principal Executive Officer)
*	Vice President, Chief Financial	March 24, 2006
Benjamin G.S. Fowke III	Officer and Director
	(Principal Financial Officer)
*	Vice President and Controller	March 24, 2006
Teresa S. Madden	(Principal Accounting Officer)
*	Director	March 24, 2006
Paul J. Bonavia
*	Director	March 24, 2006
Richard C. Kelly
*	Director	March 24, 2006
Gary R. Johnson
*	Director	March 24, 2006
Cynthia L. Lesher
*	Director	March 24, 2006
Patricia K. Vincent

* By:	/S/ BENJAMIN G.S. FOWKE III	March 24, 2006
	Benjamin G.S. Fowke III, attorney-in fact

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EXHIBIT INDEX

1.01	Form of Underwriting Agreement.
4.01*	Trust Indenture, dated as of February 1, 1999, between Southwestern Public Service Company and JPMorgan Chase Bank, N.A., as successor Trustee, (Exhibit 99.2 to Form 8-K dated February 25, 1999, File No. 1-03789).
4.02*	First Supplemental Indenture, dated as of March 1, 1999, between Southwestern Public Service Company and JPMorgan Chase Bank, N.A., as successor Trustee (Exhibit 99.3 to Form 8-K dated February 25, 1999, File No. 1-03789).
4.03*	Second Supplemental Indenture dated as of October 1, 2001, between Southwestern Public Service Company and JPMorgan Chase Bank, N.A., as successor Trustee (Exhibit 4.01 to 8-K dated October 23, 2001, File No. 001-03789)
4.04*	Third Supplemental indenture dated as of October 1, 2003, between Southwestern Public Service Company and JPMorgan Chase Bank, N.A., as successor Trustee (Exhibit 4.04 to Xcel Energy Form 10-Q dated November 13, 2003, File No. 001-03034).
4.05	Form of Supplemental Indenture for each series of Debt Securities.
5.01	Opinion of Hinkle, Hensley, Shanor & Martin, L.L.P. as to the legality of the Debt Securities.
5.02	Opinion of Jones Day as to the legality of the Debt Securities.
12.01	Statement of computation of ratio of earnings to fixed charges.
23.01	Consent of Hinkle, Hensley, Shanor & Martin, L.L.P.(included in Exhibit 5.01).
23.02	Consent of Jones Day (included in Exhibit 5.02)
23.03	Consent of Deloitte & Touche LLP.
24.01	Power of Attorney.
25.01	Form T-1 Statement of Eligibility of JPMorgan Chase Bank, N.A., to act as Trustee under the Indenture.

*Previously filed as indicated and incorporated herein by reference.

EX-1.01

Exhibit 1.01

SOUTHWESTERN PUBLIC SERVICE COMPANY
(a New Mexico corporation)

FORM OF
UNDERWRITING AGREEMENT

To the Representatives named in Schedule I

hereto of the Underwriters named in

Schedule II hereto

Dear Ladies and Gentlemen:

Southwestern Public Service Company, a New Mexico corporation (the “Company”), proposes to sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), its unsecured Debt Securities of the designation, with the terms and in the aggregate principal amount specified in Schedule I hereto (the “Debt Securities”) to be issued under its Indenture, dated as of February 1, 1999, from the Company to JPMorgan Chase Bank, N.A., as successor to The Chase Manhattan Bank, as trustee (the “Trustee”), as previously amended and supplemented and as to be amended and supplemented by a supplemental indenture relating to the Debt Securities (such Indenture as so supplemented and amended being hereinafter referred to as the “Indenture”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, shall each be deemed to refer to such firm or firms.

1. Representations and Warranties by the Company. The Company represents and warrants to, and agrees with, each Underwriter that:

(a)

(i)  The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Act”) and has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such Form, including a prospectus, for the registration under the Act of the Debt Securities, which registration statement has become effective. Such registration statement, as amended on the date of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act, as such Section applies to the Company and the Underwriters for the Debt Securities pursuant to Rule 430B(f)(2) under the 1933 Act (the “Effective Date”) (or upon effectiveness of any post-effective amendment thereto), including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Act or under the Securities Exchange Act of 1934 to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), are collectively referred to herein as the “Registration Statement.”  Each prospectus used before the registration statement became effective, and any prospectus or prospectus supplement that omitted Rule 430 Information that was used after such effectiveness and prior to the execution and delivery of this Agreement is herein called a “preliminary prospectus.”  The preliminary prospectus supplement dated             , including the accompanying prospectus dated         , is herein called the “Preliminary Prospectus.”  The prospectus, in the form first filed under Rule 424(b) under the Act after the date and time this Agreement is executed, is herein called the “Prospectus”;

(ii)  The Company will file with the Commission the Prospectus, which will include a prospectus supplement (the “Prospectus Supplement”) relating to the Debt Securities, pursuant to Rule 424 under the Act. Copies of such Registration Statement, the Preliminary Prospectus and Prospectus, any such amendment or supplement and all documents incorporated by reference therein which were filed with the Commission on or prior to the date of this Agreement have been delivered to

you and copies of the Prospectus Supplement will be delivered to you promptly after it is filed with the Commission; and

(iii)    Unless specifically noted otherwise herein, any reference herein to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of each effective date for purposes of the Registration Statement or on or before the date hereof for purposes of the Preliminary Prospectus or the Prospectus. If the Company files any document pursuant to the Exchange Act after the date of this Agreement and prior to the termination of the offering of the Debt Securities by the Underwriters, which document is deemed to be incorporated by reference into the Prospectus, the term “Prospectus” shall refer also to said prospectus as supplemented by the document so filed from and after the time said document is filed with the Commission; any reference to any amendment to the Registration Statement shall be deemed to refer to and include (A) any annual report of the Company filed pursuant to Section 13(c) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement and (B) any Prospectus Supplement relating to the Debt Securities. There are no contracts or documents of the Company that are required to be filed as exhibits to the Registration Statement or any documents incorporated by reference therein by the Act, the Exchange Act or the rules and regulations thereunder which have not been so filed.

For purposes of this Agreement, the “Time of Sale” is       :        (New York Time) on the date of this Agreement.

(b)  No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the Act has been initiated or, to the best knowledge of the Company, threatened by the Commission and no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission;

(c)  The Registration Statement, when it became effective, conformed, and any further amendments thereto, when they become effective, will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the Prospectus and any amendments or supplements thereto, when filed with the Commission, will conform in all material respects to the requirements of the Act and the Trust Indenture Act;

(d)  The Registration Statement, on the Effective Date, did not and any further amendments thereto when they become effective, will 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; as of the Time of Sale, the Preliminary Prospectus and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Act) listed on Schedule IV hereto (collectively, the “Time of Sale Information”) and without regard to any Prospectus Supplement or documents incorporated by reference that were filed after the Time of Sale, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and the Prospectus as of its date and any amendments and supplements thereto, as of the time when they are filed or transmitted for filing with the Commission, and at the Closing Date (as defined below), will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties contained in this subsection (d) shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing by an Underwriter through the Representatives expressly for use in the Registration Statement, the Time of Sale Information, Prospectus or any amendment or supplement to any thereof;

(e)  The documents incorporated by reference in the Registration Statement, the Time of Sale Information or Prospectus, when they were filed with the Commission, and any further documents so filed and incorporated by reference, when they are filed with the Commission or become effective, as the

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case may be, complied with and will comply in all material respects with the requirements of the Exchange Act or the Act, as the case may be;

(f)  The Company is not, and after giving effect to the offering and sale of the Debt Securities and the application of the proceeds thereof as described in the Prospectus will not be, an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, without taking account of any exemption arising out of the number of holders of the Company’s securities;

(g)  The statements in the Prospectus under the headings “Supplemental Description of Debt Securities” and “Description of the Debt Securities” fairly summarize the matters therein described;

(h)  This Agreement has been duly authorized, executed and delivered by the Company;

(i)  The Indenture has been duly authorized and the Indenture (excluding the Supplemental Indenture) has been duly executed and delivered by the Company and is in due and proper form and (assuming the Indenture has been duly authorized, executed and delivered by the Trustee) when the Supplemental Indenture is duly executed and delivered the Indenture will constitute a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by laws and principles of equity affecting creditors’ rights, including, without limitation, bankruptcy and insolvency laws;

(j)  The issuance and sale by the Company of the Debt Securities pursuant to this Agreement have been duly authorized by all necessary corporate action; and, when issued, authenticated and delivered to the Underwriters pursuant to this Agreement against payment of the consideration therefor specified herein, the Debt Securities will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by laws or principles of equity affecting creditors’ rights, including, without limitation, bankruptcy and insolvency laws, and will be entitled to the benefits of the Indenture;

(k)  The issuance and sale of the Debt Securities have been duly authorized and approved by an order of the New Mexico Public Regulation Commission and such order is final and in full force and effect on the date hereof, the time for appeal therefrom or review thereof or intervention with respect thereto having expired; no further approval, authorization, consent or other order of any public board or body is legally required in connection with the transactions contemplated by this Agreement and the Indenture, except for the registration under the Act of the Debt Securities and as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Debt Securities by the Underwriters in the manner contemplated herein and in the Prospectus;

(l)  Neither the execution and delivery of this Agreement or the Supplemental Indenture, the issue and sale of the Debt Securities, nor the consummation of any other of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries, other than the liens and security interests created by the Indenture, pursuant to, (i) the charter or by-laws of the Company; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties except, in the case of clause (ii), any such conflict, default, breach or violation which would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business;

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(m)  The Company has good and valid title to all real and fixed property and leasehold rights and personal property which are owned by it, subject only to taxes and assessments not yet delinquent; as to parts of the Company’s property, certain easements, conditions, restrictions, leases, and similar encumbrances which do not affect the Company’s use of such property in the usual course of its business, certain minor defects in titles which are not material, defects in titles to certain properties which are not essential to the Company’s business and mechanics’ lien claims being contested or not of record or for the satisfaction or discharge of which adequate provision has been made by the Company; and any real property and buildings held under lease by the Company is held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company;

(n)  The historical financial statements and schedules of the Company included or incorporated by reference in the Registration Statement, Time of Sale Information and Prospectus present fairly in all material respects the financial condition, results of operations, cash flows and changes in financial position of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and the Exchange Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) throughout the periods involved (except as otherwise noted therein) and comply, and at the Closing Date will comply, in all material respects with the requirements of paragraph (e) of Item 10 of Regulation S-K; the selected financial data set forth under the caption “Selected Consolidated Financial Data” in the Prospectus fairly present, on the basis stated in the Prospectus, the information included therein. Except as disclosed in or incorporated by reference in the Registration Statement, Time of Sale Information and Prospectus, there are no contingent obligations which are material to the Company;

(o)  Deloitte & Touche LLP, which audited the financial statements incorporated by reference in the Registration Statement and Prospectus, (i) is an independent registered public accounting firm as required by the Act and the rules and regulations of the Commission thereunder and (ii) is in compliance with its obligations under the Exchange Act with respect to the Company;

(p)  The statistical and market-related data and forward-looking statements (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included or incorporated by reference in the Time of Sale Information and Prospectus are based on or derived from sources that the Company believes to be reliable and accurate in all material respects and represent good faith estimates that are made on the basis of data derived from such sources;

(q)  Except as may otherwise be reflected in or contemplated by the Registration Statement, Time of Sale Information and Prospectus, since the respective dates as of which information is given in the Registration Statement, Time of Sale Information and Prospectus (i) there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business and (ii) the Company has not entered into any transactions which are material to the Company, other than in the ordinary course of business; and, except as so reflected or contemplated, there are no contingent obligations which are material to the Company;

(r)  The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, Time of Sale Information and Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business;

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(s)  All of the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Registration Statement, Time of Sale Information and Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly-owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances;

(t)  The Company has no subsidiaries which would be deemed significant subsidiaries under Regulation S-X;

(u)  Neither the Company nor any of its subsidiaries is in conflict, violation, breach or default of (i) any provision of its charter or bylaws; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable except, in the case of clause (ii) or (iii), any such conflict, violation, breach or default which would not, individually or in the aggregate, (x) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business and (y) impair the validity of the Debt Securities;

(v)  Neither the Company, nor any of its subsidiaries, nor any director, officer, agent, employee or other person or entity acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; or made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee;

(w)  (i) the Company has devised and established and maintains the following, among other, internal controls (without duplication): (A) a system of “internal accounting controls” as contemplated in Section 13(b)(2)(B) of the 1934 Act; (B) “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the 1934 Act; and (C) “internal control over financing reporting” (as such term is defined in Rule 13a-15(f) under the 1934 Act (the internal controls referred to in clauses (A) and (B) above and this clause (C) being hereinafter called, collectively, the “Internal Controls”); (ii) the Internal Controls are evaluated by the Company’s senior management periodically as appropriate and, in any event, as required by law; and (iii) based on the most recent evaluations of the Internal Controls, (A) the Internal Controls are, individually and in the aggregate, effective in all material respects to perform the functions for which they were established; and (B) all material weaknesses, if any, and significant deficiencies, if any, in the design or operation of the Internal Controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and any fraud, whether or not material, that involves management or other employees who have a significant role in the Internal Controls have been disclosed to the Company’s independent auditors and the audit committee of the Company’s board directors.

(x)  Except as set forth in, or incorporated by reference in, the Registration Statement, Time of Sale Information and Prospectus, the Company and its subsidiaries (i) are in compliance with any and all applicable federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, (iii) are in compliance with all terms and conditions of any such permits, licenses or approvals, and (iv) have not received notice of any actual or potential liability for the investigation or remediation of any

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disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or any such liability would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business;

(y)  With respect to each employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) which the Company or any other organization that together with the Company is treated as a single employer under Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”) (an “ERISA Affiliate”), has at any time sponsored, maintained, contributed to or been obligated to contribute to (a “Plan”): (i) the Company and each ERISA Affiliate have administered and operated each Plan sponsored or maintained by the Company or an ERISA Affiliate in compliance with ERISA, the Code and other applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a material liability to the Company or ERISA Affiliate; (ii) each Plan sponsored or maintained by the Company or an ERISA Affiliate intended to qualify under Section 401(a) of the Code so qualifies and to the Company’s knowledge nothing has occurred, whether by action or failure to act, which could reasonably be expected to cause the loss of such qualification of any such Plan; (iii) neither the Company nor any ERISA Affiliate has incurred, and to the Company’s knowledge no event, transaction or condition has occurred or exists under which the Company or any ERISA Affiliate could reasonably expect to incur, any material liability or the imposition of any lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or Title IV of ERISA (other than routine claims for benefits) or applicable penalty or excise provisions of the Code; (iv) there has been no reportable event (within the meaning of Section 4043 of ERISA) with respect to any Plan subject to Title IV of ERISA that is sponsored or maintained by the Company or an ERISA Affiliate for which the 30-day reporting requirement has not been waived which could reasonably be expected to result in a material liability under Title IV of ERISA to the Company or an ERISA Affiliate; (v) no accumulated funding deficiency (within the meaning of Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any Plan subject to Title IV of ERISA that is sponsored or maintained by the Company; and (vi) neither the Company nor any ERISA Affiliate has incurred, and to the Company’s knowledge no event, transaction or condition has occurred or exists under which the Company or any ERISA Affiliate could reasonably expect to incur, any material liability with respect to termination of, or withdrawal from, any Plan subject to Title IV of ERISA;

(z)  The franchises held by the Company and its subsidiaries, together with the applicable Certificates of Convenience and Necessity issued by the New Mexico Public Regulation Commission, the Public Utility Commission of Texas and the Kansas Corporation Commission, give the Company and such subsidiaries all necessary authority for the maintenance and operation of their respective properties and business as now conducted, and are free from burdensome restrictions or conditions of an unusual character.

(aa)  The Company is not an “ineligible issuer” as defined under the Act.

(bb)  The Company is in compliance in all material respects with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission thereunder, to the extent that such Act and such rules are in effect and applicable to the Company.

(cc)  The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any free-writing prospectus, including timely filing with the Commission and legending.

Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Representatives in connection with the offering of the Debt Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

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2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to the Representatives and each other Underwriter, and the Representatives and each other Underwriter agree, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amounts of the Debt Securities set forth opposite their respective names in Schedule II hereto.

3. Delivery and Payment. Delivery of and payment for the Debt Securities shall be made at the place, date and time specified in Schedule I hereto, which date and time may be postponed by agreement between the Representatives and the Company (such date and time being herein called the “Closing Date”). Delivery of the Debt Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the Company. The Debt Securities will be delivered in global registered form except that, if for any reason the Company is unable to deliver the Debt Securities in global form, the Company reserves the right, as provided in the Indenture, to make delivery in temporary form. Any Debt Securities delivered in temporary form will be exchangeable without charge for Debt Securities in definitive form. Unless otherwise indicated on Schedule I, the Debt Securities will be registered in the name of Cede & Co., as nominee of The Depository Trust Company and in the principal amounts set forth in Schedule II hereto. The Debt Securities will be made available to the Representatives for checking in New York, New York, not later than 2:00 p.m., New York City time, on the Business Day preceding the Closing Date.

4. Agreements. The Company agrees with the several Underwriters as follows:

(a)  The Company shall prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second Business Day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or Prospectus prior to the Closing Date which shall be reasonably disapproved by the Representatives promptly after reasonable notice thereof; during the period for which a prospectus is required to be delivered under the Act in connection with the offering and sale of the Debt Securities, to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is (or in lieu thereof, the Notice referred to in Rule 173(a) under the Act) required under the Act in connection with the offering or sale of the Debt Securities; to make any other required filings pursuant to Rule 433(d)(1) of the Act within the time required by such Rules; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus, of the suspension of the qualification of the Debt Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; to use its best efforts to prevent the issuance of any stop order or of any order preventing or suspending the use of any prospectus or suspending any such qualification, and, in the event of the issuance of any such order, promptly to use its best efforts to obtain the withdrawal of such order;

(b)  The Company shall promptly from time to time take such action as the Representatives may reasonably request to qualify the Debt Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Debt Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

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(c)  The Company shall prior to 10:00 a.m., New York City time, on the [•] Business Day next succeeding the date of this Agreement and from time to time, furnish the Underwriters with written and electronic copies of the Prospectus in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the Notice referred to in Rule 173(a) under the Act) is required under the Act at any time in connection with the offering or sale of the Debt Securities and if at any time any event shall have occurred as a result of which the Time of Sale Information or Prospectus as then amended or supplemented conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Information or Prospectus (or in lieu thereof, the Notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Information or Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Information or Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives promptly and upon their reasonable request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as the Representatives may from time to time reasonably request of an amendment or supplement to the Time of Sale Information or Prospectus which will correct such conflict, statement or omission or effect such compliance;

(d)  The Company shall make generally available to its securityholders and to the Representatives as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder including Rule 158;

(e)  The Company shall not for a period of      days following the Execution Time, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company, directly or indirectly, or announce the offering of) any long-term debt securities issued or guaranteed by the Company, other than the Debt Securities;

(f)  The Company shall use the net proceeds received by it from the sale of the Debt Securities pursuant to this Agreement in the manner specified in the Time of Sale Information and the Prospectus under the caption “Use of Proceeds”;

(g)  The Company shall pay the costs and expenses relating to the following matters: (i) the preparation of the Supplemental Indenture, the issuance of the Debt Securities and the fees of the Trustee; (ii) the preparation, printing and filing of the Registration Statement (including all exhibits thereto), the Preliminary Prospectus, the Prospectus (including all documents incorporated by reference therein), the Time of Sale Information and any amendments thereof or supplements thereto and the printing and furnishing of such copies of each thereof to the Underwriters and to dealers (including postage, air freight charges and charges for counting and packaging), as may be reasonably requested for use in connection with the offering and sale of the Debt Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Debt Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Debt Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Debt Securities; (v) any registration or qualification of the Debt Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vi) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Debt Securities; (vii) the fees and expenses of the Company’s accountants and counsel

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(including local and special counsel); (viii) the fees and expenses of any rating agencies rating the Debt Securities and (ix) all other costs and expenses incident to the performance by the Company of its obligations hereunder;

(h)  Other than the Time of Sale Information listed on Schedule IV, without prior consent of the Representatives, it has not made and will not make any offer relating to the Debt Securities that would constitute a “free-writing prospectus” (as defined pursuant to Rule 405 under the Act).

(i)  The Company will, pursuant to reasonable procedures developed in good faith, retain, as and to the extent required under Rule 433 of the Act, copies of each Issuer Free Writing Prospectus (as defined in Rule 433) that is not filed with the Commission in accordance with Rule 433 under the Act.

5. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees as follows:

(a)  It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus,” as defined in Rule 405 under the Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Schedule IV hereto, or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”);

(b)  It has not and will not distribute any Underwriter Free Writing Prospectus referred to in clause (a)(i) or (a)(iii) in a manner reasonably designed to lead to its broad unrestricted dissemination;

(c)  It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Debt Securities unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriters may use a term sheet substantially in the form of Schedule III hereto without the consent of the Company provided further that any Underwriter using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or substantially concurrently with, the first use of such term sheet;

(d)  It will, pursuant to reasonable procedures developed in good faith, retain, as and to the extent required under Rule 433 of Act, copies of each free writing prospectus used or referred to by it, in accordance with Rule 433 under the Act;

(e)  It  is not subject to any pending proceeding under Section 8A of the Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated).

6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Debt Securities 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 as of the Closing Date, to the accuracy of the statements of the Company made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(a)  The Prospectus Supplement relating to the Debt Securities shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A shall have been initiated or threatened by

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the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction;

(b)  The Representatives shall be furnished with opinions, dated the Closing Date, of Jones Day; Hinkle, Hensley, Shanor & Martin L.L.P.; Rainey, Ross, Rice & Binns; and Foulston & Siefkin, counsel for the Company, substantially in the forms included as Exhibits A, B, C and D respectively;

(c)  The Representatives shall have received from Dewey Ballantine LLP, counsel for the Underwriters, such opinion or opinions dated the Closing Date with respect to such matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters;

(d)  The Company shall have furnished to the Representatives a certificate of the President or any Vice President of the Company, dated the Closing Date, as to the matters set forth in clause (a) and (h) of this Section 6 and to the further effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, the Time of Sale Information and this Agreement and that:

(i)  the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and

(ii)  since the date of the most recent financial statements included or incorporated by reference in the Prospectus and the Time of Sale Information, there has been no material adverse change in the condition of the Company, financial or otherwise, or in the earnings, affairs or business prospects of the Company, whether or not arising in the ordinary course of business, from that set forth or contemplated by the Registration Statement, the Time of Sale Information on the Prospectus;

(e)  The Representatives shall have received letters from Deloitte & Touche LLP, independent public accountant for the Company (dated the date of this Agreement and Closing Date, respectively, and in form and substance satisfactory to the Representatives) advising that (i) they are an independent registered public accounting firm with respect to the Company as required by the Act and published rules and regulations of the Commission thereunder, (ii) in their opinion, the financial statements and supplemental schedules incorporated by reference in the Registration Statement, the Time of Sale Information or Prospectus and covered by their opinion filed with the Commission under Section 13 of the Exchange Act comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations of the Commission thereunder, (iii) they have performed limited procedures, not constituting an audit, including a reading of the latest available interim financial statements of the Company, a reading of the minutes of meetings of the Board of Directors, committees thereof, and of the Shareholder of the Company since the date of the most recent audited financial statements included or incorporated by reference in the Prospectus and the Time of Sale Information, inquiries of officials of the Company responsible for financial 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 that caused them to believe that: (A) any material modifications should be made to any unaudited financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information or Prospectus for them to be in conformity with generally accepted accounting principles or that any unaudited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information or Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the rules and regulations of the Commission applicable to Form 10-Q; (B) with respect to the period subsequent to the date of the most recent financial statements included or incorporated by reference in the Prospectus and except as set forth in or contemplated by the Registration Statement, the Time of Sale Information or Prospectus, there were any changes, at a specified date not more than five Business Days prior to the date of the letter, in the capital stock of the Company, increases in

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long-term debt or decreases in stockholders’ equity or net current assets of the Company as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Prospectus and the Time of Sale Information, or for the period from the date of the most recent financial statements included or incorporated by reference in the Prospectus and the Time of Sale Information to such specified date there were any decreases, as compared with the corresponding period in the preceding year, in operating revenues, operating income or net income of the Company, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; and (iv) 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 or, to the extent not so derived, from schedules prepared by Company officers responsible for such accounting records) included or incorporated by reference in the Registration Statement, the Time of Sale Information and Prospectus with indicated amounts in the financial 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;

(f)  Subsequent to the respective dates as of which information is given in the Registration Statement, Time of Sale Information and the Prospectus, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Time of Sale Information and Prospectus the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgement of the Representatives, material and adverse and makes it impracticable or inadvisable to market the Debt Securities as contemplated by the Prospectus and the Time of Sale Information;

(g)  Subsequent to the date hereof, there shall not have been any decrease in the rating or outlook of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g)(2) under the Act) or any public announcement of any intended or potential decrease in any such rating or outlook or of a possible change in any such rating or outlook that does not indicate the direction of the possible change;

(h)  The Company shall have complied with the provisions of Section 4(c) hereof with respect to the furnishing of prospectuses;

(i)  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.

If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and 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 obligations of the Underwriters hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing, or by telephone or telegraph confirmed in writing.

7. Conditions of Company’s Obligations. The obligations of the Company to sell and deliver the Debt Securities are subject to the following conditions:

(a)  Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Representatives, threatened;

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(b)  At the Closing Date, the order of the New Mexico Public Regulation Commission authorizing and approving the issuance and sale of the Debt Securities shall be final and in full force and effect and the time for appeal therefrom or review thereof or intervention with respect thereto shall have expired.

If any of the conditions specified in this Section 7 shall not have been fulfilled, this Agreement and all obligations of the Company hereunder may be cancelled on or at any time prior to the Closing Date by the Company. Notice of such cancellation shall be given to the Underwriters in writing or by telephone or facsimile transmission confirmed in writing.

8. Reimbursement of Underwriters’ Expenses. If the sale of the Debt Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof 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 that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Debt Securities, including the reasonable fees and disbursements of counsel for the Underwriters.

9. Indemnification.

(a)  The Company agrees to indemnify and hold harmless each Underwriter, the directors, members, 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, 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 or any amendment thereto, in the Time of Sale Information or Issuer Free Writing Prospectus or in the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred, 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, however, that 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 in the Registration Statement or any amendment thereto, in the Time of Sale Information or any Issuer Free Writing Prospectus or in the Prospectus or any amendment or supplement thereto, 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 inclusion therein; provided, further, that with respect to any such untrue statement in or omission from any Time of Sale Information or Issuer Free Writing Prospectus, the indemnity contained in this paragraph (a) shall not inure to the benefit of any Underwriter or its directors, members, officers, employees and agents, and each person, if any, who controls such Underwriter to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial sale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of all of the Time of Sale Information (including each Issuer Free Writing Prospectus specified in Schedule IV) was not sent or given to such person at or prior to the sale of the Debt Securities to such person and (ii) the untrue statement in or omission from such Time of Sale Information or Issuer Free Writing Prospectus was corrected in the undelivered Time of Sale Information unless, in either case, such failure to deliver all of the Time of Sale Information was a result of non-compliance by the Company with the provisions of Section 4(c) hereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have;

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(b)  Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, and each of its directors, officers, employees and agents, 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 inclusion in the Registration Statement or any amendment thereto, Time of Sale Information or in the Prospectus or any amendment or supplement thereto. This indemnity agreement will be in addition to any liability which such Underwriter may otherwise have. The Company acknowledges that the statements set forth in [•] in the Time of Sale Information and Prospectus constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Prospectus (or any amendment or supplement thereto);

(c)  Promptly after receipt by an indemnified party under this Section 9 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 9, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve the indemnifying party from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, 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; (iii) 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 the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party; it being understood, however, that in each case the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified parties, which firm shall be designated by the Representatives if the indemnified parties consist of the Underwriters or their directors, members, officers, employees or agents. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding;

(d)  In the event that the indemnity provided in paragraph (a) or (b) of this Section 9 is for any reason held to be unenforceable by an indemnified party although applicable in accordance with its terms, the Company and the Underwriters agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating

13

or defending same) (collectively, “Losses”) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering of the Debt Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among the Underwriters relating to the offering of the Debt Securities) be responsible for any amount in excess of the purchase discount or commission applicable to the Debt Securities purchased by such Underwriter hereunder; provided, further, that each Underwriter’s obligation to contribute to Losses hereunder shall be several and not joint. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions in each case set forth on the cover of the Prospectus Supplement. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), 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. For purposes of this Section 9, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, member, officer, employee and agent of an Underwriter 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 and each officer, director, member, employee or agent of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

10. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Debt Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Debt Securities set forth opposite their names in Schedule I hereto bear to the aggregate principal amount of Debt Securities set forth opposite the names of all the remaining Underwriters) the Debt Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Debt Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Debt Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Debt Securities, and if such nondefaulting Underwriters do not purchase all the Debt Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date may be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or any amendment or supplement to either thereof, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. It is understood that any such postponement, change, amendment and/or supplement may require the establishment of a new “time of sale” and new “time of sale information”. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement. Nothing

14

contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

11. 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 Debt Securities, if at any time after the date hereof and prior to the delivery of and payment for the Debt Securities (i) trading in the common stock of Xcel Energy Inc. shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange; (ii) a banking moratorium shall have been declared either by Federal or New York State authorities; (iii) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or Europe; or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impracticable or inadvisable to proceed with the offering or delivery of the Debt Securities as contemplated by the Time of Sale Information and Prospectus.

12. Indemnities to Survive Delivery. 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 their respective officers, directors or controlling persons within the meaning of the Act, and will survive delivery of and payment for the Debt Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

13. Notices. All communications hereunder will be in writing and, if sent to the Representatives, will be mailed, delivered or transmitted and confirmed to them at their address set forth for that purpose in Schedule 1 hereto or, if sent to the Company, will be mailed, delivered or transmitted and confirmed to it at Tyler at Sixth Street, Amarillo, Texas 79101, attention Secretary. All communications shall take effect at the time of receipt thereof.

14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 9 hereof, and no other person will have any right or obligation hereunder.

15. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

17. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

18. Other. As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the City of New York.

19. Underwriters Counsel. The Company and the Underwriters acknowledge that Dewey Ballantine LLP (a) is acting as counsel to the Underwriters in connection with this Agreement and the transactions contemplated hereby and (b) has acted, and may continue to act, as counsel to the Company’s parent company, Xcel Energy Inc., and certain of its subsidiaries in connection with certain regulatory matters, and the Company and the Underwriters consent to such representation.

[signature page follows]

15

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,
		SOUTHWESTERN PUBLIC SERVICE COMPANY
		By
		[title]
The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.
[NAME OF REPRESENTATIVE]
By
	For itself or themselves and as Representatives of the several Underwriters, if any, named in Schedule II to the foregoing Agreement.

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SCHEDULE I

Underwriting Agreement dated                               

Registration Statement No. 333-               

Representatives and Addresses:

Debt Securities:

Designation:
Principal Amount: $
Supplemental Indenture dated as of
Date of Maturity:
Interest Rate:	% per annum, payable                   and                  of each year,
	commencing
Purchase Price:	% of the principal amount thereof, plus accrued interest
	from                   to the date of payment and delivery.
Public Offering
Price:	% of the principal amount thereof, plus accrued interest
	from                          to the date of payment and delivery.
Redemption
Provisions:

Closing Date and Location:

Office for Delivery of Debt Securities:

Office for Payment of Debt Securities:

Office for Checking of Debt Securities:

SCHEDULE II

Name	Amount
Total	$

SCHEDULE III

PRICING INFORMATION

(To Prospectus Supplement dated           )

SOUTHWESTERN PUBLIC SERVICE COMPANY

$[•] Series [•] Senior Notes, Due [•]

Issuer:	Southwestern Public Service Company
Size:	$[•]
Maturity:	[•], 20[•]
Coupon:	[•]%
Price:	[•]% of face amount
Interest Payment Dates:	[•] and [•], commencing [•]
Redemption Provisions:
[First call date:	[•]]
[Make-whole call:	[At any time][Before the first call date] at a discount rate of Treasury plus [•] basis points]
Redemption prices:	Commencing [•]: [•]%
	Commencing [•]: [•]%
	Commencing [•]: 100%
Settlement:	T | [•]; [•], 200[•]
[CUSIP:	[•]]
[Ratings	[•]]
[Other Underwriters]
Note:  A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect at                  .

SCHEDULE IV

Time of Sale Information

Preliminary Prospectus dated                          

Pricing Information as set forth in Schedule III

EXHIBIT A

Form of opinion of Jones Day

[Letterhead of Jones Day]

[Insert Underwriters]

Re:	$[•] principal amount of Debt Securities, Series due [•],
	[•]% of Southwestern Public Service Company, a New Mexico corporation.

Ladies and Gentlemen:

We have acted as special counsel to Southwestern Public Service Company, a New Mexico Corporation (the “Company”), in connection with the purchase from the Company by the Underwriters named in Schedule II to the Underwriting Agreement, dated [•] (the “Underwriting Agreement”), by and between the Company and you, as Representatives of the several Underwriters named on Schedule II thereto (the “Underwriters”), of $[•] aggregate principal amount of Series [•] Debt Securities, [•]% due [•] (the “Debt Securities”), being issued on this date under the Company’s Indenture, dated as of February 1, 1999, as heretofore supplemented by the First Supplemental Indenture, dated as of February 1, 1999, the Second Supplemental Indenture, dated as of October 1, 2001, the Third Supplemental Indenture, dated as of October 1, 2003, and as it is being further supplemented by a supplemental indenture creating the Debt Securities all from the Company to JPMorgan Chase Bank, N.A., as successor to The Chase Manhattan Bank, as trustee (the “Trustee”) (said indenture, as so supplemented, being hereinafter referred to as the “Indenture”). This opinion is furnished to the Representatives, as representatives for the Underwriters pursuant to Section 6(b) of the Underwriting Agreement. Terms used in this opinion that are defined in the Underwriting Agreement are used as so defined.

In connection with the opinions and views expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based upon the foregoing and subject to the further assumptions, qualifications and limitations stated herein, we are of the opinion that:

1.             Assuming that the Underwriting Agreement has been duly (a) authorized by the Company and (b) executed and delivered by the Company under New Mexico law, the Underwriting Agreement has been duly executed and delivered by the Company to the extent such execution and delivery are matters of New York law.

2.             Assuming that the Indenture has been duly (a) authorized by the Company and (b) executed and delivered by the Company under New Mexico law, the Indenture has been duly executed and delivered by the Company to the extent such execution and delivery are matters of New York law, and, assuming further that the Indenture (c) has been duly authorized, executed and delivered by the Trustee and (d) does not violate New Mexico law, the Indenture constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; the Indenture conforms in all material respects to the description thereof in the Prospectus.

3.             Assuming that the issuance and sale by the Company of the Debt Securities pursuant to the Underwriting Agreement have been duly authorized by all necessary corporate action on the part of the Company, when duly executed by the Company, authenticated by the Trustee and delivered to the Underwriters pursuant to the Underwriting Agreement against payment of the consideration therefor specified therein, the Debt Securities will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

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The Debt Securities are in the form contemplated by the Indenture and conform in all material respects to the description thereof in the Prospectus.

4.             The Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

5.             The Company is not, and after giving effect to the offering and sale of the Debt Securities and the application of the proceeds thereof as described in the Prospectus will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

6.             Assuming that the issuance and sale of the Debt Securities have been duly authorized and approved by an order of the New Mexico Public Regulation Commission and such order is final and in full force and effect on the date hereof, and that the time for appeal therefrom or review thereof or intervention with respect thereto have expired, no consent, approval, authorization or order of, or filing, registration or qualification with, any governmental agency or body or any court is required under federal or New York law in connection with the execution, delivery or performance of the Indenture or the Underwriting Agreement, or in connection with the issuance or sale of the Debt Securities by the Company, (a) except those that already have been obtained and are in full force and effect and (b) other than as may be required under New York securities or blue sky laws.

7.             The execution, delivery and performance of the Indenture and the Underwriting Agreement by the Company, the issuance and sale of the Debt Securities by the Company and the compliance with the terms and provisions thereof by the Company will not violate any federal or New York law or regulation that to our experience is generally applicable to a transaction of the type contemplated by the Underwriting Agreement, or any order or decree of any court or governmental agency that is binding upon the Company or its property, or conflict with or result in a default under any of the terms or provisions of any agreement to which the Company is a party or bound (this opinion being limited, (a) to those orders, decrees and agreements listed on Exhibit A attached hereto (“Material Agreements”), which the Company has represented are all material orders, decrees and agreements applicable to the Company, and (b) in that we express no opinion with respect to any violation (1) not readily ascertainable from the face of any such order, decree or agreement, (2) arising under or based upon any cross default provision insofar as it relates to a default under an agreement not so identified on Exhibit A attached hereto or (3) arising as a result of any violation of any agreement or covenant by failure to comply with any financial or numerical requirement requiring computation).

8.             The statements contained in the Prospectus under the captions “Description of the Debt Securities” and “Supplemental Description of Debt Securities,” insofar as such statements purport to summarize the legal matters or provisions of documents referred to therein, present fair summaries of such legal matters and documents.

9.             The descriptions in the Prospectus of United Stated federal statues, insofar as such descriptions purport to summarize such federal statutes, present fair summaries of such federal statutes.

We have participated in the preparation of the Registration Statement, the Time of Sale Information and the Prospectus. From time to time, we have had discussions with officers, directors and employees of the Company, representatives of Deloitte & Touche LLP, the independent accountants who examined certain of the financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus and you and your representatives and your counsel concerning the information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus. Based upon our participation and discussions described above, we are of the view that the Registration Statement, the Time of Sale Information and the Prospectus (except for the (1) financial statements, financial statement schedules and other financial and statistical data included or incorporated by reference therein and (2) information referred to in the Prospectus under the caption “Experts” as having been included or incorporated by reference in the Registration Statement and the Prospectus on the authority of Deloitte & Touche LLP, as experts, as to all of which we express no view) at the time the Registration Statement became effective under the Securities Act of 1933 (the “Act”) complied as to form in all material respects with the Act and the rules and regulations thereunder; the documents incorporated or deemed to be incorporated by reference into the Time of Sale Information and the Prospectus that were filed prior to the date of this opinion (except for the financial statements, financial statement schedules and other financial and statistical data included therein, as to all of which

A-2

we express no view) at the time they were filed complied as to form in all material respects with the Securities Exchange Act of 1934 and the rules and regulations thereunder.

The Registration Statement has become effective under the Act and, to our actual knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose or pursuant to Section 8A against the Company or related to the offering are pending or threatened by the Commission.

We have not independently verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness (except as and to the extent set forth in paragraphs 8 and 9 above) of the information included in the Registration Statement, the Time of Sale Information and the Prospectus. Based solely on the participation and discussions described above, however, no facts have come to our attention that cause us to believe that the Registration Statement (except for the (1) financial statements, financial statement schedules and other financial and statistical data included or incorporated by reference therein and (2) information referred to in the Prospectus under the caption “Experts” as having been included or incorporated by reference in the Registration Statement and the Prospectus on the authority of Deloitte & Touche LLP, as experts, as to all of which we express no view) at the time it became effective contained any 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, the Time of Sale Information (except for the (1) financial statements, financial statement schedules and other financial and statistical data included or incorporated by reference therein and (2) information referred to in the Prospectus under the caption “Experts” as having been included or incorporated by reference in the Registration Statement and the Prospectus on the authority of Deloitte & Touche LLP, as experts, as to all of which we express no view) at the Time of Sale, as of              ,                      Time, on                   (being a time that you have informed us was prior to the sale of the Debt Securities by the Underwriters as contemplated by the Prospectus) contained any untrue statement of a material fact or omitted 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 that the Prospectus (except for the (1) financial statements, financial statement schedules and other financial and statistical data included or incorporated by reference therein and (2) information referred to in the Prospectus under the caption “Experts” as having been included or incorporated by reference in the Registration Statement and the Prospectus on the authority of Deloitte & Touche LLP, as experts, as to all of which we express no view) as of the date of the Prospectus or on the date hereof included or includes any untrue statement of a material fact or omitted or omits 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 misleading.

The opinions and views set forth above are subject to the following assumptions, qualifications and limitations:

We have assumed, for purposes of the opinions and views expressed herein, the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. For the purposes of the opinions and views expressed herein, we also have assumed that each of the Underwriters and the Trustee has duly authorized, executed and delivered the documents to which each of them is a party and that each of such documents is the valid, binding and enforceable obligation of each of the Underwriters and the Trustee, respectively.

Our opinions set forth in paragraphs 2 and 3 with respect to the enforceability of the Indenture and the Debt Securities are subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer and conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally; (ii) general equitable principles, whether such principles are considered in a proceeding at law or in equity; (iii) the qualification that we express no opinion as to the validity, binding effect or enforceability of any provision in any document (A) relating to choice of governing law to the extent that the enforceability of any such provision is to be determined by any court other than a court of the State of New York or may be subject to constitutional limitations, or (B) specifying that provisions thereof may be waived only in writing, to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created that modifies any provision of such documents; and (iv) the effect of applicable rules of law that (A) may, where less than all of a contract may be unenforceable, limit the enforceability

A-3

of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange, or that permit a court to reserve to itself a decision as to whether any provision of any agreement is severable, and (B) limit the availability of a remedy in certain circumstances when another remedy has been elected.

In rendering the opinions set forth in paragraph 7, we have assumed the applicability of New York law notwithstanding that such Material Agreements by their terms may be governed by the laws of another jurisdiction.

Our examination of matters of law in connection with the opinions expressed herein have been limited to, and accordingly our opinions herein are limited to, the federal laws of the United States of America and the laws of the State of New York, in each case as currently in effect. In connection with our opinions set forth herein, we express no opinion as to any matters of, or that relate to, the laws of any other jurisdiction, including the laws of the State of New Mexico. To the extent such opinions relate to any provision of New Mexico law, we direct you to the opinion dated the date hereof of Hinkle, Hensley, Shanor & Martin L.L.P., counsel to the Company, which opinion previously has been delivered to you.

We express no opinion as to the compliance or noncompliance, or the effect of the compliance or noncompliance, of each of the Underwriters or any other person or entity with any state or federal laws or regulations applicable to each of them by reason of their status as, or affiliation with, a federally insured depository institution. Our opinions are limited to those expressly set forth herein, and we express no opinions by implication.

This letter is furnished by us, to you, solely for the benefit of the Underwriters and solely with respect to the purchase of the Debt Securities from the Company by the Underwriters upon the understanding that we are not hereby assuming any professional responsibility to any other person whatsoever, and that this letter is not to be used, circulated, quoted or otherwise referred to for any other purpose.

Very truly yours,

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EXHIBIT B

Form of opinion of Hinkle, Hensley, Shanor & Martin L.L.P.

[Letterhead of Hinkle, Hensley, Shanor & Martin L.L.P.]

[Insert Underwriters]

Re:	$[•] principal amount of Debt Securities, Series due [•],
	[•]% of Southwestern Public Service Company, a New Mexico corporation.

Ladies and Gentlemen:

This opinion is being furnished to you in connection with the issue and sale by Southwestern Public Service Company (the “Company”) of $[•] principal amount of Debt Securities, Series due [•], [•]% herein called the “Debt Securities”. This opinion is being delivered to you pursuant to Section 6(b) of the Underwriting Agreement, dated [•](the “Underwriting Agreement”), between the Company and the several underwriters named therein (the “Underwriters”). Unless otherwise stated, defined terms used herein shall have the respective meanings given them in the Underwriting Agreement.

We are familiar with the legal matters pertaining to, and the corporate proceedings of the Company taken with respect to, the authorization, issuance and sale by the Company of the Debt Securities. We have examined, among other things, the Registration Statement and the Prospectus, and any amendment or supplement thereto, the corporate records of the Company, the Indenture, the Supplemental Indenture creating the Debt Securities, the proceedings before The Public Regulation Commission of the State of New Mexico with respect to the issuance and sale of the Debt Securities and such other proceedings, papers and documents as we have deemed relevant for the purpose of rendering the opinions enumerated below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of all such latter documents. We have relied as to various questions of fact (but not as to legal conclusions) upon discussions with officers and representatives of the Company and the representations and warranties of the Company contained in the Underwriting Agreement and upon the certificates of public officials and of officers of the Company being delivered to you thereunder. With respect to the opinions expressed in paragraph (vi) below, we have relied on information obtained from public records and from the Company.

On the basis of the foregoing, and subject to the limitations and qualifications set forth herein, it is our opinion that:

1.             The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of New Mexico with corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under the Underwriting Agreement; and the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiary taken as a whole, whether or not arising from transactions in the ordinary course of business;

2.             The Indenture has been duly and validly authorized, executed and delivered by the Company and (assuming the Indenture has been duly authorized, executed and delivered by the Trustee) constitutes a legal and valid agreement of the Company, and does not violate New Mexico law;

3.             The issuance and sale by the Company of the Debt Securities pursuant to the Underwriting Agreement have been duly authorized by all necessary corporate action;

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4.             The issuance and sale of the Debt Securities have been duly authorized and approved by an order of the New Mexico Public Regulation Commission and such order is final and in full force and effect on the date hereof, the time for appeal therefrom or review thereof or intervention with respect thereto having expired; no further approval, authorization, consent or other order of any public board or body (including the Public Utility Commission of Texas, the State Corporation Commission of Kansas and the Corporation Commission of Oklahoma) is required in connection with the transactions contemplated by the Underwriting Agreement or the Indenture, other than approvals that may be required under blue sky laws of any jurisdiction in connection with the purchase and distribution of the Debt Securities by the Underwriters in the manner contemplated herein and in the Prospectus;

5.             The Underwriting Agreement has been duly authorized, executed and delivered by the Company;

6.             With minor exceptions relating to the use of streets and highways outside incorporated communities in New Mexico, Oklahoma, and Texas and with respect to the right of the City of Pampa, Texas, to purchase properties of the Company within its limits at a purchase price to be determined upon appraisal, the Company holds valid franchises in the territory in which it operates which have no burdensome restrictions and are adequate to conduct its business in such territory;

7.             Neither the execution and delivery of the Underwriting Agreement or the Supplemental Indenture, the issue and sale of the Debt Securities, nor the consummation of any other of the transactions therein contemplated, nor the fulfillment of the terms thereof will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiary pursuant to, (i) the Restated Articles of Incorporation, as amended, or By-Laws; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument known to us to which the Company or its subsidiary is a party or bound or to which its or their property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or its subsidiary of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its subsidiary or any of its or their properties;

8.             Other than as set forth in the Prospectus there is not pending or, to the best of our knowledge, threatened any action, suit, proceeding, inquiry or investigation, to which the Company or any subsidiary is a party, or to which the property of the Company or its subsidiary thereof is subject, before or brought by any court or governmental agency or body, which individually or in the aggregate, would have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in the Underwriting Agreement or the performance of its obligations thereunder or the transactions contemplated by the Prospectus;

In connection with this opinion, we have participated in discussions with officers and representatives of the Company, in certain of which your representatives and counsel also participated and at which the affairs of the Company and the contents of the Registration Statement, the Time of Sale Information and the Prospectus were discussed. There is no assurance that all possible material facts as to the Company were disclosed to us or that our familiarity with the Company or the operations in which it is engaged is such that we have necessarily recognized the materiality of such facts as were disclosed, and we have to a large extent relied upon statements of officers and representatives of the Company as to the materiality of those facts disclosed to us. We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Information and the Prospectus. Subject to the foregoing, and to the other limitations and qualifications expressed in this letter, we may state that nothing has come to our attention that would lead us to believe that the Registration Statement, when it became effective, or at the date of the Underwriting Agreement, 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, the Time of Sale Information at the Time of Sale, as of                   ,                      Time, on                       (being a time that you have informed us was prior to the sale of the Debt Securities by the Underwriters as contemplated by the Prospectus) contained any untrue statement of a material fact or omitted 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 that, at the date the Prospectus Supplement was filed with the Securities and Exchange Commission, the Prospectus included, or, at the date hereof, the Prospectus

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includes an untrue statement of a material fact or omitted, or omits, 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 misleading; provided, that we do not express any belief as to the financial statements (including the debt securities thereto) or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus, as to any information contained therein furnished to the Company in writing by any Underwriter expressly for use therein or as to the Statement of Eligibility.

This opinion is limited to the laws of the States of New Mexico, Texas, Kansas and Oklahoma and the federal law of the United States of America. We have relied, with your consent, as to all matters governed by the laws of the State of Oklahoma, upon the opinion of Rainey, Ross, Rice & Binns, and as to all matters governed by the laws of the State of Kansas, upon the opinion of Foulston & Siefkin. In addition, we are not opining herein with respect to the securities or “blue sky” laws of any state. Finally, this opinion speaks as of the date hereof and we undertake no responsibility to advise you of any change in circumstances after the date hereof.

JP Morgan Chase Bank, N.A., is hereby authorized to rely upon this letter as if this letter were addressed to it. Jones Day, counsel for the Company, and Dewey Ballantine LLP, counsel for the Underwriters, are hereby authorized to rely upon this letter as to matters governed by the laws of the States of New Mexico and Texas as if this letter were addressed to them. This letter is not being delivered for the benefit of, nor may it be relied upon by, the holders of the Debt Securities or any other party to which it is not specifically addressed or to which reliance has not expressly been permitted hereby.

Very truly yours,

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EXHIBIT C

Form of opinion of Rainey, Ross, Rice & Binns

[Letterhead of Rainey, Ross, Rice & Binns]

[Insert Underwriters]

Re:	$[•] principal amount of Debt Securities, Series due [•],
	[•]% of Southwestern Public Service Company, a New Mexico corporation.

Ladies and Gentlemen:

This opinion is being furnished to you in connection with the issue and sale by Southwestern Public Service Company (the “Company”) of $[•] principal amount of Debt Securities, Series due [•], [•]% herein called the “Debt Securities.”  This opinion is being delivered to you pursuant to Section 6(b) of the Underwriting Agreement, dated [•] (the “Underwriting Agreement”), between the Company and the several underwriters named therein (the “Underwriters”). Unless otherwise stated, defined terms used herein shall have the respective meanings given them in the Underwriting Agreement. Subject to the limitations and qualifications set forth herein, it is our opinion that:

1.             The Company is duly registered in Oklahoma as a foreign corporation, is in good standing under the laws of Oklahoma and is legally authorized to own property and to carry on the business in which it is engaged in Oklahoma.

2.             No approval, authorization, consent or other order of the Corporation Commission of Oklahoma or other order of any Oklahoma public regulatory board or body is legally required in connection with the transactions contemplated by the Underwriting Agreement or the Indenture, other than approvals that may be required under Oklahoma securities or blue sky laws in connection with the purchase and distribution of the Debt Securities by the Underwriters.

3.             With minor exceptions relating to the use of streets and highways outside of incorporated communities in Oklahoma, the Company holds valid franchises in the territory of Oklahoma in which it operates which are without burdensome restrictions and are adequate for the conduct of the business of the Company in such territory.

This opinion is limited to the laws of the State of Oklahoma. In addition, we are not opining herein with respect to the securities or “blue sky” laws of any state. Finally, this opinion speaks as of the date hereof and we undertake no responsibility to advise you of any change in circumstances after the date hereof.

JP Morgan Chase Bank, N.A. is hereby authorized to rely upon this letter as if this letter were addressed to it. Jones Day and Hinkle, Hensley, Shanor & Martin L.L.P., counsel for the Company, and Dewey Ballantine LLP, counsel for the Underwriters, are hereby authorized to rely upon this letter as to matters governed by the laws of the State of Oklahoma as if this letter were addressed to them. This letter is not being delivered for the benefit of, nor may it be relied upon by, the holders of the Debt Securities or any other party to which it is not specifically addressed or to which reliance has not expressly been permitted hereby.

Very truly yours,

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EXHIBIT D

Form of opinion of Foulston & Siefkin

[Letterhead of Foulston & Siefkin]

[Insert Underwriters]

Re:	$[•] principal amount of Debt Securities, Series due [•],
	[•]% of Southwestern Public Service Company, a New Mexico corporation.

Ladies and Gentlemen:

We have acted as counsel to Southwestern Public Service Company (the “Company”) in connection with the issue and sale by the Company of $[•] principal amount of Debt Securities, Series due [•], [•]% herein called the “Debt Securities.”  This opinion is being delivered to you pursuant to Section 6(b) of the Underwriting Agreement, dated [•] (the “Underwriting Agreement”), between the Company and the several underwriters named therein (the “Underwriters”). Unless otherwise stated, defined terms used herein shall have the respective meanings given them in the Underwriting Agreement.

On the basis of the foregoing, and subject to the limitations and qualifications set forth herein, it is our opinion that:

1.             The Company is duly registered in the State of Kansas as a foreign corporation, is in good standing under the laws of Kansas and is legally authorized to own property and to carry on the business in which it is engaged in Kansas.

2.             No approval, authorization, consent or other order of the State Corporation Commission of Kansas or other order of any Kansas public regulatory board or body is legally required in connection with the transactions contemplated by the Underwriting Agreement or the Indenture, other than approvals that may be required under Kansas securities or blue sky laws in connection with the purchase and distribution of the Debt Securities by the Underwriters.

3.             The Company holds valid franchises or other authorities in the territory in Kansas in which it operates which are without burdensome restrictions and are adequate for the conduct of the business of the Company in such territory.

This opinion is limited to the laws of the State of Kansas. In addition, we are not opining herein with respect to the securities or “blue sky” laws of any state. Finally, this opinion speaks as of the date hereof and we undertake no responsibility to advise you of any change in circumstances after the date hereof.

JP Morgan Chase Bank, N.A. is hereby authorized to rely upon this letter as if this letter were addressed to it. Jones Day and Hinkle, Hensley, Shanor & Martin L.L.P., counsel for the Company, and Dewey Ballantine LLP, counsel for the Underwriters, are hereby authorized to rely upon this letter as to matters governed by the laws of the State of Kansas as if this letter were addressed to them. This letter is not being delivered for the benefit of, nor may it be relied upon by, the holders of the Debt Securities or any other party to which it is not specifically addressed or to which reliance has not expressly been permitted hereby.

Very truly yours,

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EX-4.05

Exhibit 4.05

SOUTHWESTERN PUBLIC SERVICE COMPANY

and

JPMORGAN CHASE BANK, N.A.
as Successor to

THE CHASE MANHATTAN BANK,
as Trustee

FOURTH SUPPLEMENTAL INDENTURE

Dated as of            

Supplementing the Indenture

Dated as of February 1, 1999

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of [•] is between SOUTHWESTERN PUBLIC SERVICE COMPANY, a New Mexico corporation (hereinafter called the “Issuer” or the “Company”), having its principal office at Tyler at Sixth Street, Amarillo, Texas 79101, and JPMORGAN CHASE BANK, N.A, as successor to THE CHASE MANHATTAN BANK, as Trustee (hereinafter called the “Trustee”), having its office at 4 New York Plaza, 15th Floor, New York, New York 10004.

Recitals of the Issuer

The Issuer and the Trustee have heretofore entered into an Indenture, dated as of February 1, 1999, a First Supplemental Indenture, dated as of March 1, 1999, a Second Supplemental Indenture dated as of October 1, 2001 and a Third Supplemental Indenture dated as of October 1, 2003 (such Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and this Supplemental Indenture, being hereinafter referred to as the “Indenture”), relating to the issuance at any time or from time to time of its Securities on terms to be specified at the time of issuance. Terms used and not otherwise defined herein shall (unless the context otherwise clearly requires) have the respective meanings given to them in the Indenture.

The Indenture provides in Article Two thereof that, prior to the issuance of Securities of any series, the form of such Securities and the terms applicable to such series shall be established in, or pursuant to, the authority granted in a resolution of the Board of Directors (delivered to the Trustee in the form of a Bond Resolution) or established in one or more indentures supplemental thereto.

The Issuer desires by this Supplemental Indenture, among other things, to establish the form of the Securities of a series, to be titled Series [•] Senior Notes, [•]% due [•] of the Issuer, and to establish the terms applicable to such series, pursuant to Sections 2.01 and 10.01 of the Indenture. The Issuer has duly authorized the execution and delivery of this Supplemental Indenture.

Article Ten of the Indenture provides that the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time amend the Indenture without the consent of Securityholders for certain purposes enumerated in Section 10.01 thereof, including purposes set forth in subsection (4) of said Section 10.01.

The execution and delivery of this Supplemental Indenture by the parties hereto are in all respects authorized by the provisions of the Indenture. All things necessary have been done to make this Supplemental Indenture a valid agreement of the Issuer, in accordance with its terms.

NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises, it is mutually covenanted and agreed, as follows:

ARTICLE I.

ESTABLISHMENT OF SERIES [•] NOTES, [•]% DUE [•]

Section 1.01. The title of the series of the Securities established by this Supplemental Indenture shall be Series [•] Senior Notes, [•]% due [•] of the Issuer (hereinafter called the “Series [•] Notes”). The Series [•] Notes shall be issued in registered form substantially in the form set forth in Exhibit A hereto (which is hereby incorporated herein and made a part hereof), subject to changes in the form thereof made by the Issuer and acceptable to the Trustee.

Section 1.02. The Series [•] Notes shall be limited to $[•] in aggregate principal amount.

Section 1.03. The Series [•] Notes may be issued in whole or in part as one or more Global Securities and The Depository Trust Company, or a nominee thereof, shall be the Depository for such Global Security or Global Securities. The Depository for such Global Security or Global Securities representing Series [•] Notes may surrender one or more Global Securities representing Series [•] Notes in exchange in whole or in part for individual Series [•] Notes on such terms as are acceptable to the Issuer and such Depository and otherwise subject to the terms of Section 2.12 of the Indenture.

Section 1.04. The Issuer hereby appoints, or confirms the appointment of, JPMorgan Chase Bank, N.A., as the initial Trustee, Transfer Agent and Paying Agent, subject to the provisions of the Indenture with respect to resignation, removal and succession, and subject, further, to the right of the Issuer to appoint additional agents (including Paying Agents).

Section 1.05. The terms of the Series [•] Notes shall be as set forth in Exhibit A hereto, and shall include the payment and other terms reflected on the Series [•] Notes as actually executed, authenticated and delivered under the Indenture.

ARTICLE II.

MISCELLANEOUS

Section 2.01. The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

Section 2.02. The Indenture, as supplemented by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 2.03. This Supplemental Indenture may be executed in any number of counterparts, and on separate counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

Section 2.04. If any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture

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Act of 1939, as amended by the Trust Indenture Reform Act of 1990, through operation of Section 318(c), such imposed duties shall control.

Section 2.05. The Article headings herein are for convenience only and shall not affect the interpretation hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested as of the [•] day of [•], [•].

SOUTHWESTERN PUBLIC SERVICE COMPANY
By:
	Name:
	Title:
	[Seal]
Attest:
	Name:
	Title:
JPMORGAN CHASE BANK, N.A.
By:
	Authorized Signatory
	Name:
	Title:
	[Seal]
Attest:
	Name:
	Title:

4

EXHIBIT A

CUSIP: [•] $                     

THIS SECURITY IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOUTHWESTERN PUBLIC SERVICE COMPANY

Series [•] Senior Notes, [•]% due [•]

Southwestern Public Service Company promises to pay to                        or registered assigns the principal sum of                        Dollars on [•].

Interest Payment Dates:[•] and [•]

Record Dates:[•] and [•]

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SOUTHWESTERN PUBLIC SERVICE COMPANY

Series [•] Senior Notes, [•]% due [•]

1. Interest.

Southwestern Public Service Company (“Company”), a corporation organized and existing under the laws of the State of New Mexico, promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company will pay interest on [•] to the holder of record on [•] and on [•] to the holder of record on [•] of each year commencing [•], 2006. Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from [•]. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2. Method of Payment.

The Company will pay interest on this Note to the person who is the registered Holder of the Note at the close of business on the record date for the next interest payment date, except as otherwise provided in the Indenture. This Note must be surrendered to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. It may mail an interest check to the Holder’s registered address.

3. Bond Agents.

Initially, JPMorgan Chase Bank, N.A., 2001 Bryan Street, 9th Floor, Dallas, Texas  75201 Attention: Institutional Trust Services, will act as Paying Agent and Transfer Agent. The Company may change any Paying Agent or Transfer Agent without notice or provide for more than one such agent. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee.

4. Indenture.

This Note is one of a series of securities issued under an Indenture dated as of February 1, 1999 (“Indenture”) between the Company and JPMorgan Chase Bank, N.A., as successor to The Chase Manhattan Bank (“Trustee”). The terms of this Note include those stated in the Indenture including in the Fourth Supplemental Indenture dated as of [•] creating the Notes of this series and those made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb). Securityholders are referred to the Indenture, the Supplemental Indenture and the Act for a statement of such terms.

5. Redemption.

[To be provided]

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6. Notice of Redemption.

Notice of redemption will be mailed at least 30 days before the date fixed for redemption to the Holder hereof to be redeemed at such Holder’s registered address.

A notice of redemption may provide that it is subject to the occurrence of any event before the date fixed for such redemption as described in such notice (“Conditional Redemption”) and such notice of Conditional Redemption shall be of no effect unless all such conditions to the redemption have occurred before such date or have been waived by the Company.

7. Denominations, Transfer, Exchange.

The Notes of this series are in registered form without coupons in denominations of $1000 and whole multiples of $1000. The transfer of this Note may be registered and this Note may be exchanged as provided in the Indenture. The Transfer Agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange or register the transfer of this Note or portion thereof selected for redemption. Also, it need not exchange or register the transfer of this Note for a period of 15 days before a selection of Securities to be redeemed.

8. Persons Deemed Owners.

The registered holder of this Note may be treated as its owner for all purposes.

9. Amendments and Waivers.

Subject to certain exceptions, the Indenture or the Notes of this series may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment. Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series.

Without the consent of any Securityholder, the Indenture or the Notes of this series may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder.

10. Restrictive Covenants.

The Notes of this series are unsecured general obligations of the Company limited to $[•] principal amount. The Indenture does not limit other unsecured debt.

11. Successors.

When a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations.

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12. Defeasance Prior to Redemption or Maturity.

Subject to certain conditions as set forth in Article 8 of the Indenture, the Company at any time may terminate some or all of its obligations under this Note and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on this Note to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations.

13. Defaults and Remedies.

An Event of Default includes: default for 60 days in payment of interest on the Notes of this series; default in payment of principal on the Notes of this series; default by the Company for 90 days after notice to it in the performance of any of its other agreements applicable to the Notes of this series; certain events of bankruptcy or insolvency; and any other Event of Default provided for in this series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Notes of this series may declare the principal of all the Notes of this Series to be due and payable immediately.

The Securityholders of a majority in principal amount of Notes of this series may, by notice to the Trustee, rescind an acceleration so long as the rescission would not conflict with any judgment or decree and if all existing events of default on the Notes of this series have been cured or waived except non-payment of principal or interest that has become due solely because of the acceleration.

Securityholders may not enforce the Indenture or the Notes of this series except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes of this series. Subject to certain limitations, holders of a majority in principal amount of the Notes of this series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to the Trustee.

14. Trustee Dealings with Company.

JPMorgan Chase Bank, N.A., the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

15. No Recourse Against Others.

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. The Holder hereof by accepting this Note waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.

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16. Authentication.

This Note shall not be valid until authenticated by a manual signature of the Trustee.

17. Abbreviations.

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (tenants in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A (Uniform Gifts to Minors Act).

The Company will furnish to the Holder hereof upon written request and without charge a copy of the Indenture including the Supplemental Indenture, which contains the text of this Note in larger type. Requests may be made to: Southwestern Public Service Company, c/o Xcel Energy Inc., 800 Nicollet Mall, Suite 2900, Minneapolis, Minnesota 55402, Attention:  Corporate Secretary.

A-5

	Dated: [•]
	SOUTHWESTERN PUBLIC SERVICE COMPANY
	By:
		Name:
		Title:
	Attest:
	By:
		Name:
		Title:
		(Seal)
Authenticated: JPMORGAN CHASE BANK, N.A.,
By:
Authorized Signature
Name:
Title:

A-6

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

(Insert assignee’s Soc. Sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint         agent to transfer this Note on the books of the Company. That agent may substitute another to act for him.

Date: Your Signature:

(Sign exactly as your name appears on the other side of This Note)

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EX-5.01

Exhibit 5.01

[Letterhead of Hinkle, Hensley, Shanor & Martin, L.L.P.]

March 24, 2006

Southwestern Public Service Company
Tyler at Sixth Street
Amarillo, Texas 79101

Jones Day

77 W. Wacker Drive

Chicago, Illinois  60601

Ladies and Gentlemen:

We are participating in the proceedings being had and taken in connection with the issuance and sale by Southwestern Public Service Company, a New Mexico corporation (herein called the Company), of up to $500,000,000 principal amount of unsecured debt securities (herein called the “Securities”). We have examined all statutes, records, instruments, and documents which, in our opinion, it is necessary to examine for the purpose of rendering the following opinion.

Based upon the foregoing we are of the opinion that:

1.The Company was incorporated and is now a legally existing corporation under the laws of the State of New Mexico; has corporate power, right, and authority to do business and to own property in that state, in the manner and as set forth in the Registration Statement, Form S-3, to which this opinion is an exhibit; and has corporate power, right, and authority to create, issue, and sell the Securities.

2.When and if (a) the above-mentioned Registration Statement becomes effective pursuant to the provisions of the Securities Act of 1933, as amended, (b) the Supplemental Trust Indenture relating to the Securities is duly authorized, executed, and delivered, (c) the New Mexico Public Regulation Commission issues its order authorizing and approving the issuance and sale of the Securities, and (d) the Securities are duly authorized, executed, authenticated, and delivered, and the consideration for the Securities has been received by the Company, all in the manner contemplated by the said Registration Statement, the Securities will be legally issued by the Company.

We hereby consent to the filing of this opinion as Exhibit 5.01 to the Registration Statement and to the reference to us with respect to this opinion under the caption “Experts” in the prospectus constituting a part of the Registration Statement.  In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Respectfully submitted,

/s/ HINKLE, HENSLEY, SHANOR & MARTIN, L.L.P.

EX-5.02

Exhibit 5.02

[Letterhead of Jones Day]

March 24, 2006

Southwestern Public Service Company

Tyler at Sixth Street

Amarillo, Texas  79101

Re: Form S-3 Registration Statement of Southwestern Public Service Company

Ladies and Gentlemen:

We have acted as counsel to Southwestern Public Service Company, a New Mexico corporation (the “Company”), in connection with the authorization of the issuance and sale from time to time, on a delayed basis, by the Company of up to $500,000,000 in aggregate principal amount of unsecured debt securities of the Company (the “Securities”) as contemplated by the Company’s Registration Statement on Form S-3 (the “Registration Statement”), to which this opinion has been filed as an exhibit. The Securities may be issued from time to time pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”). The Securities will be issued pursuant to the Indenture dated as of February 1, 1999, as supplemented and to be supplemented by various supplemental indentures (as supplemented, the “Indenture”), between the Company and JPMorgan Chase Bank, N.A., as successor in interest to The Chase Manhattan Bank, as trustee (the “Trustee”).

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that the Securities, upon receipt by the Company of such lawful consideration therefor as the Company’s Board of Directors (or a duly authorized committee thereof) may determine, will constitute valid and binding obligations of the Company.

In rendering the foregoing opinion, we have assumed that: (i) the Registration Statement, and any amendments thereto, will have become effective (and will remain effective at the time of issuance of the Securities thereunder); (ii) a prospectus supplement describing the Securities offered pursuant to the Registration Statement, to the extent required by applicable law and relevant rules and regulations of the Securities and Exchange Commission (the “Commission”), will be timely filed with the Commission; (iii) the definitive terms of the Securities will have been established in accordance with the authorizing resolutions of the Company’s Board of Directors (or a duly authorized committee thereof) (iv)  the New Mexico Public Regulation Commission will issue an order authorizing and approving the issuance and sale of the Securities; (v) the Company will issue and deliver the Securities in the manner contemplated by the Registration Statement; (vi) the resolutions authorizing the Company to issue, offer and sell the Securities will have been duly adopted by the Company’s Board of Directors and will be in full force and effect at all times at which the Securities are offered or sold by the Company; and (vii) the Securities will be issued in compliance with applicable federal and state securities laws.

We have further assumed that (a) the Company is a corporation existing and in good standing under the laws of the State of New Mexico, has all requisite power and authority, has obtained all requisite organizational, third party and governmental authorizations, consents and approvals and made all filings and registrations required to enable it to execute, deliver and perform its obligations under the Indenture and the Securities; (b) such execution, delivery and performance did not and will not violate or conflict with any law, rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to it or its properties; (c) the Indenture (i) has been (A) duly authorized by the Company and (B) executed and delivered by the Company under the laws of the State of New Mexico, (ii) does not violate the laws of New Mexico and (iii) constitutes a valid and binding obligation of the Company under New Mexico law; (d) the Securities will have been issued under the Indenture, and the Indenture has been qualified under the Trust Indenture Act of 1939; (e) all terms of the Securities not provided for in the Indenture will have been established in accordance with the provisions of the Indenture and reflected in appropriate documentation approved by us and, if applicable, duly executed and delivered by the Company and the Trustee; and (f) the Securities will be duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture.

Our opinion set forth herein is limited by bankruptcy, insolvency, reorganization, fraudulent transfer, conveyance, voidable preference, moratorium or other similar laws, regulations or judicial opinions of general applicability relating to or affecting creditors’ rights generally, and general equitable principles, whether such principles are considered in a proceeding at law or at equity.

In rendering the foregoing opinion, we have relied as to certain factual matters upon certificates of officers of the Company, and we have not independently checked or verified the accuracy of the statements contained therein. The opinion expressed herein is limited to the federal securities laws of the United States of America and the laws of the State of New York, in each case as currently in effect; and we express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.02 to the Registration Statement and to the reference to Jones Day under the caption “Legal Opinions” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act  or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/S/JONES DAY

Jones Day

EX-12.01

Exhibit 12.01

COMPUTATION OF RATIO OF
EARNINGS TO FIXED CHARGES

SOUTHWESTERN PUBLIC SERVICE COMPANY
AND SUBSIDIARIES

COMPUTATION OF RATIO OF CONSOLIDATED EARNINGS
TO CONSOLIDATED FIXED CHARGES
(not covered by Report of Independent Public Accountants)

	Year Ended December 31,
	2005		2004		2003		2002		2001
Earnings as defined:
Pretax income	$	100,178	$	86,136	$	133,634	$	117,245	$	201,275
Add fixed charges	54,189		53,528		54,476		54,912		57,276
Earnings as defined	$	154,367	$	139,664	$	188,110	$	172,157	$	258,551
Fixed Charges:
Interest charges	$	54,189	$	53,528	$	48,304	$	47,062	$	49,426
Distributions on redeemable preferred securities of subsidiary trust	—		—		6,172		7,850		7,850
Total	$	54,189	$	53,528	$	54,476	$	54,912	$	57,276
Ratio of earnings to fixed charges	2.8		2.6		3.5		3.1		4.5

EX-23.03

Exhibit 23.03

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 24, 2006, relating to the financial statements and financial statement schedule of Southwestern Public Service Company, appearing in the Annual Report on Form 10-K of Southwestern Public Service Company for the year ended December 31, 2005 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota

March 24, 2006

EX-24.01

Exhibit 24.01

POWER OF ATTORNEY

WHEREAS, Southwestern Public Service Company, a New Mexico corporation (the “Company”), is about to file with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, as amended, a registration statement and/or post-effective amendments which may consist of one or more registration statements on Form S-3 for the issuance and sale from time to time, in one or more series, and in any combination, of up to $550 million principal amount of Debt Securities; and

WHEREAS, each of the undersigned holds the office or offices in the Company herein below set below his/her name, respectively.

NOW, THEREFORE, each of the undersigned hereby constitutes and appoints RICHARD C. KELLY and BENJAMIN G.S. FOWKE III and each of them individually, his/her attorney, with full power to act for him/her and in his/her name, place and stead, to sign his/her name in the capacity or capacities set forth below to one or more registration statements on Form S-3, or post-effective amendments to registration statements on Form S-3 (or any other appropriate form), relating to the issuance and sale of up to $550 million principal amount of Debt Securities and to any and all amendments (including post-effective amendments) to such registration statements, and hereby ratifies and confirms all that said attorney may or shall lawfully do or cause to be done by virtue hereof.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 2nd day of December, 2005.

/s/ Gary L. Gibson	/s/ Benjamin G.S. Fowke III
Gary L. Gibson President, Chief Executive Officer and Director (Principal Executive Officer)	Benjamin G.S. Fowke III Vice President, Chief Financial Officer and Director (Principal Financial Officer)
/s/ Teresa S. Madden	/s/ Paul J. Bonavia
Teresa S. Madden Vice President and Controller (Principal Accounting Officer)	Paul J. Bonavia (Director)
/s/ Richard C. Kelly	/s/ Gary R. Johnson
Richard C. Kelly (Director)	Gary R. Johnson (Director)
/s/ Cynthia L. Lesher	/s/ Patricia K. Vincent
Cynthia L. Lesher (Director)	Patricia K. Vincent (Director)

EX-25.01

Exhibit 25.01

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

	13-4994650
(State of incorporation	(I.R.S. employer
if not a national bank)	identification No.)

1111 Polaris Parkway
Columbus, Ohio	43271
(Address of principal executive offices)	(Zip Code)

Pauline E. Higgins

Vice President and Assistant General Counsel

JPMorgan Chase Bank, National Association

707 Travis Street, 4th Floor North

Houston, Texas 77002

Tel:  (713) 216-1436

(Name, address and telephone number of agent for service)

Southwestern Public Service

(Exact name of obligor as specified in its charter)

New Mexico	75-0575400
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification No.)

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

Debt Securities

(Title of the indenture securities)

GENERAL

Item 1.	General Information.
	Furnish the following information as to the trustee:
	(a)	Name and address of each examining or supervising authority to which it is subject.
		Comptroller of the Currency, Washington, D.C.
		Board of Governors of the Federal Reserve System, Washington, D.C., 20551
		Federal Deposit Insurance Corporation, Washington, D.C., 20429.
	(b)	Whether it is authorized to exercise corporate trust powers.
		Yes.
Item 2.	Affiliations with the Obligor and Guarantors.
	If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.
	None.

2

Item 16.List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

1.A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

2.A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

3.None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in Exhibits 1 and 2.

4.A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

5.Not applicable.

6.The consent of the Trustee required by Section 321(b) of the Act. (see Exhibit  6  to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

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

8.Not applicable.

9.Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,  JPMorgan Chase Bank, N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 13th day of March,  2006.

JPMORGAN CHASE BANK, N.A.
By		/S/ JAMES D. HEANEY
	James D. Heaney, Vice President

3

Exhibit 7

Bank Call Notice

RESERVE DISTRICT NO. 2

CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank, N.A.

of 1111 Polaris Parkway, Columbus, Ohio 43240

and Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System,

at the close of business September 30, 2005, in

accordance with a call made by the Federal Reserve Bank of this

District pursuant to the provisions of the Federal Reserve Act.

			Dollar Amounts
			in Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			$		28,433
Interest-bearing balances			17,638
Securities:
Held to maturity securities			84
Available for sale securities			55,133
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices			24,468
Securities purchased under agreements to resell			167,210
Loans and lease financing receivables:
Loans and leases held for sale			30,960
Loans and leases, net of unearned income	$	360,848
Less: Allowance for loan and lease losses	4,895
Loans and leases, net of unearned income and allowance			355,953
Trading Assets			229,642
Premises and fixed assets (including capitalized leases)			8,279
Other real estate owned			141
Investments in unconsolidated subsidiaries and associated companies			794
Customers’ liability to this bank on acceptances outstanding			738
Intangible assets
Goodwill			23,365
Other Intangible assets			10,275
Other assets			55,313
TOTAL ASSETS			$	1,008,426

4

LIABILITIES
Deposits
In domestic offices			$	389,235
Noninterest-bearing	$	138,883
Interest-bearing	250,352
In foreign offices, Edge and Agreement subsidiaries and IBF’s			140,161
Noninterest-bearing	$	6,800
Interest-bearing	133,361
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			8,435
Securities sold under agreements to repurchase			109,608
Trading liabilities			131,588
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)			82,712
Bank’s liability on acceptances executed and outstanding			738
Subordinated notes and debentures			17,662
Other liabilities			40,948
TOTAL LIABILITIES			921,087
Minority Interest in consolidated subsidiaries			2,249
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,785
Surplus (exclude all surplus related to preferred stock)			59,467
Retained earnings			24,523
Accumulated other comprehensive income			(685		)
Other equity capital components			0
TOTAL EQUITY CAPITAL			85,090
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL			$	1,008,426

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

/S/ JOSEPH L. SCLAFANI

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

/S/ WILLIAM B. HARRISON, JR.		)
/S/ JAMES DIMON	) DIRECTORS
/S/ MICHAEL J. CAVANAGH		)