<PAGE>                                                   Reg. No.           
                                                      
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                                

                                     FORM S-8

                              Registration Statement
                                       under
                      The Securities Act of 1933, as amended

                                                

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

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

     101 North Robinson, P.O. Box 321, Oklahoma City, Oklahoma  73101-0321
     Telephone:  (405)272-3000

                     (Address of principal executive offices)

                         Oklahoma Gas and Electric Company
                        Employees' Retirement Savings Plan
                               (Full title of plan)

          PETER D. CLARKE                 JAMES G. HARLOW, JR.  
          Gardner, Carton & Douglas       Chairman of the Board and President
          321 North Clark Street          Oklahoma Gas and Electric Company 
          Suite 3100                      101 North Robinson   
          Chicago, Illinois  60610        Oklahoma City, Oklahoma  73102
          (312) 245-8685                  (405) 272-3000      

                     (Name and address of agents for service)

                          CALCULATION OF REGISTRATION FEE
   --------------------------------------------------------------------------

                                      Proposed       Proposed
     Title of each        Amount      maximum        maximum       Amount of
   class of securities    to be    offering price   aggregate    registration
    being registered    registered   per share    offering price      fee
   --------------------------------------------------------------------------
   Common Stock, Par Value
   $2.50 per share(1)  1,500,000 shs. $36.375 (2)  $54,562,500 (2) $18,814.79
   --------------------------------------------------------------------------
    
   (1)  In addition, pursuant to Rule 416(c) under the Securities Act of
   1933, this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plan
   described herein.

   (2)  These amounts are estimates made solely for the purpose of
   determining the registration fee, and are based on the average of the high
   and low prices of the Common Stock as reported by The Wall Street Journal
   as New York Stock Exchange - Composite Transactions for January 31, 1994.

   <PAGE>


                                      PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3. Incorporation of Documents by Reference.

        The following documents, as filed with the Securities and Exchange
   Commission, are incorporated herein by reference: (i) the report on Form
   11-K for the year ended December 31, 1992, of the Oklahoma Gas and
   Electric Company Employees' Thrift Plan (the "Plan"), (ii) the Annual
   Report on Form 10-K for the year ended December 31, 1992, of Oklahoma Gas
   and Electric Company (the "Registrant"), (iii) the Registrant's Quarterly
   Report on Form 10-Q for the quarters ended March 31, 1993, June 30, 1993
   and September 30, 1993, (iv) the Registrant's Current Report on Form 8-K
   dated October 1, 1993, and (v) the description of the Registrant's Common
   Stock contained in Exhibit 28.02 of the Registrant's Annual Report on Form
   10-K for the year ended December 31, 1990.  All documents filed by the
   Registrant or the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of
   the Securities Exchange Act of 1934 after the date hereof and prior to the
   filing of a post-effective amendment, which indicates that all of the
   securities offered hereby have been sold or which deregisters all such
   securities remaining unsold, shall be deemed to be incorporated by
   reference herein and to be a part hereof from the date of filing of such
   documents.

   Item 4. Description of Securities.

        The Registrant's Common Stock is registered under Section 12 of the
   Exchange Act.

   Item 5.  Interests of Named Experts and Counsel.

        The financial statements and schedules of the Registrant included or
   incorporated by reference in the Registrant's Annual Report on Form 10-K
   for the year ended December 31, 1992, to the extent and for the periods
   indicated in their reports included or incorporated by reference in said
   Form 10-K, have been audited by Arthur Andersen & Co., independent public
   accountants, as indicated in their reports with respect thereto, and are
   incorporated by reference herein in reliance upon the authority of said
   firm as experts in giving said reports.

        The financial statements and schedules of the Plan included in the
   Plan's Form 11-K Annual Report for the year ended December 31, 1992, have
   been audited by Arthur Andersen & Co., independent public accountants, as
   indicated in their report with respect thereto, and are incorporated
   herein by reference in reliance upon the authority of said firm as experts
   in giving said report.

   Item 6. Indemnification of Directors and Officers.

        Provisions of the Annotated Oklahoma Statutes provide that the
   Company may, and in some circumstances must, indemnify the directors and
   officers of the Company against liabilities and expenses incurred by any
   such person by reason of the fact that such person was serving in such
   capacity subject to certain limitations and conditions set forth in the
   statutes.  Substantially similar provisions that require such
   indemnification are contained in the Company's Restated Certificate of
   Incorporation, which is filed as Exhibit 4.01 to the Company's
   Post-Effective Amendment No. Two to Registration Statement No. 2-94973 and

                                         1

   <PAGE>

   incorporated herein by this reference.  The Company's Restated Certificate
   of Incorporation also contains provisions limiting the liability of the
   Company's directors in certain instances.  The Company has an insurance
   policy covering its directors and officers against certain personal
   liability, which may include liabilities under the Securities Act of 1933,
   as amended.  

   Item 7.  Exemption from Registration Claimed.

        Not applicable

   Item 8.  Exhibits.

        4.01      Copy of Employees' Retirement Savings Plan of Oklahoma Gas
                  and Electric Company, formerly known as the Employees'
                  Thrift Plan.

        4.02      Copy of Trust Agreement Under Employees' Retirement Savings
                  Plan, between Oklahoma Gas and Electric Company and
                  Fidelity Management Trust Company.

        4.03      Restated Certificate of Incorporation, as amended (filed as
                  Exhibit 4.01 to the Registrant's Post-Effective Amendment
                  No. Two to Registration Statement No. 2-94973 and
                  incorporated herein by reference).  

        4.04      Supplemental Trust Indenture, dated September 14, 1976
                  (filed as Exhibit 2.19 to Registration Statement 2-59887
                  and incorporated by reference herein).  

        4.05      By-laws (filed as Exhibit 4.02 to the Registrant's
                  Post-Effective Amendment No. Two to Registration Statement
                  No. 2-94973 and incorporated by reference herein).

        5.01      The Registrant hereby undertakes that it:  (i) will submit
                  or has submitted the Plan and any amendment thereto to the
                  Internal Revenue Service ("IRS") in a timely manner and
                  (ii) has made or will make all changes required by the IRS
                  in order to qualify the Plan. 

        23.01     Consent of expert. 

        24.01     Power of attorney. 

   Item 9.  Undertakings.

   A.   INDEMNIFICATION

        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 provisions described
   in Item 6 above, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act 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

                                         2


   <PAGE>

   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 act and
   will be governed by the final adjudication of such issue.  

   B.   SUBSEQUENT EXCHANGE ACT DOCUMENTS.

        The undersigned Registrant and Plan hereby undertake that, for
   purposes of determining any liability under the Securities Act of 1933, as
   amended, 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 each
   filing of the Plan's Annual Report pursuant to Section 15(d) of the
   Securities Exchange Act of 1934 that is incorporated by reference in this
   Registration Statement shall be deemed to be a new registration statement
   relating to the securities offered herein, and the offering of such
   securities at that time shall be deemed to be the initial bona fide
   offering thereof. 

   C.   OTHER

        The undersigned Registrant and Plan hereby also undertake

        (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; 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 paragraphs 1(i) and 1(ii) do not apply if the
   information required to be included in a post-effective amendment by those
   paragraphs is contained in periodic reports filed by the Registrant or
   Plan pursuant to Section 13 or Section 15(d) of the Securities Exchange
   Act of 1934 that are incorporated by reference in 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.


                                         3


   <PAGE>

                                    SIGNATURES

   THE REGISTRANT

        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 of the requirements for filing on Form S-8 and
   has duly caused this Registration Statement to be signed on its behalf by
   the undersigned, thereunto duly authorized, in the City of Oklahoma City,
   and State of Oklahoma on the 4th day of February, 1994.

                            OKLAHOMA GAS AND ELECTRIC COMPANY
                                      (Registrant)


                             /s/ J.G. Harlow, Jr.
                                  
                            By:  J.G. Harlow, Jr.
                                 Chairman of the Board and President

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

       Signatures                    Title                         Date
    ----------------    ------------------------------         ------------- 
   /s/ J.G. Harlow, Jr.
   J.G. Harlow, Jr.     Chairman of the Board of             February 4, 1994
                        Directors, Principal Executive
                        Officer and Director;

   /s/ A.M. Strecker
   A.M. Strecker        Principal Financial Officer; and     February 4, 1994


   /s/ B.G. Bunce
   B.G. Bunce           Principal Accounting Officer.        February 4, 1994


                          _________________________     


   HERBERT H. CHAMPLIN            Director;
   WILLIAM E. DURRETT             Director;
   MARTHA W. GRIFFIN              Director;
   HUGH L. HEMBREE, III           Director;
   JOHN F. SNODGRASS              Director;
   BILL SWISHER                   Director;
   JOHN A. TAYLOR                 Director; and
   RONALD H. WHITE                Director.



    /s/ J.G. HARLOW, JR.

   By:  J.G. HARLOW, JR. 
       (attorney-in-fact)                                    February 4, 1994

                                         4


   <PAGE>

   THE PLAN

        The undersigned consist of all of the members of the Committee having
   the responsibility for the administration of the Oklahoma Gas and Electric
   Company Employees' Retirement Savings Plan.  Pursuant to the requirements
   of the Securities Act of 1933, as amended, the Plan has duly caused this
   Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Oklahoma City, and State of
   Oklahoma on the 4th day of February, 1994.

                         Oklahoma Gas and Electric Company
                        Employees' Retirement Savings Plan


                      By   /s/ H.L. Grover
                        _____________________________________
                               H.L. Grover
                               Chairman



                      By   /s/ Irma B. Elliott
                        ____________________________________
                               Irma B. Elliott
                               Member



                      By   /s/ R.P. Schmid 
                        ___________________________________
                               R.P. Schmid
                               Member






                                         5


   <PAGE>

                                   EXHIBIT INDEX


        4.01      Copy of Employees' Retirement Savings Plan of Oklahoma Gas
                  and Electric Company, formerly known as the Employees'
                  Thrift Plan.

        4.02      Copy of Trust Agreement Under Employees' Retirement Savings
                  Plan, between Oklahoma Gas and Electric Company and
                  Fidelity Management Trust Company.  

        4.03      Restated Certificate of Incorporation, as amended (filed as
                  Exhibit 4.01 to the Registrant's Post-Effective Amendment
                  No. Two to Registration Statement No. 2-94973 and
                  incorporated herein by reference).  

        4.04      Supplemental Trust Indenture, dated September 14, 1976
                  (filed as Exhibit 2.19 to Registration Statement 2-59887
                  and incorporated by reference herein).  

        4.05      By-laws (filed as Exhibit 4.02 to the Registrant's
                  Post-Effective Amendment No. Two to Registration Statement
                  No. 2-94973 and incorporated by reference herein).

        5.01      The Registrant hereby undertakes that it:  (i) will submit
                  or has submitted the Plan and any amendment thereto to the
                  Internal Revenue Service ("IRS") in a timely manner and
                  (ii) has made or will make all changes required by the IRS
                  in order to qualify the Plan. 

       23.01      Consent of expert. 

       24.01     Power of attorney.

                                       6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17398}]
{"company-data": {"conformed-name": "OKLAHOMA GAS & ELECTRIC CO", "cik": "0000074145", "assigned-sic": "4911", "irs-number": "730382390", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52169", "film-number": "94504690"}, "business-address": {"street1": "101 NORTH ROBINSON", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73102", "phone": "4052723000"}, "mail-address": {"street1": "P O BOX 321 MC208", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73101"}}
Reg. No.           
                                                      
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                                

                                     FORM S-8

                              Registration Statement
                                       under
                      The Securities Act of 1933, as amended

                                                

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

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

     101 North Robinson, P.O. Box 321, Oklahoma City, Oklahoma  73101-0321
     Telephone:  (405)272-3000

                     (Address of principal executive offices)

                         Oklahoma Gas and Electric Company
                        Employees' Retirement Savings Plan
                               (Full title of plan)

          PETER D. CLARKE                 JAMES G. HARLOW, JR.  
          Gardner, Carton & Douglas       Chairman of the Board and President
          321 North Clark Street          Oklahoma Gas and Electric Company 
          Suite 3100                      101 North Robinson   
          Chicago, Illinois  60610        Oklahoma City, Oklahoma  73102
          (312) 245-8685                  (405) 272-3000      

                     (Name and address of agents for service)

                          CALCULATION OF REGISTRATION FEE
   --------------------------------------------------------------------------

                                      Proposed       Proposed
     Title of each        Amount      maximum        maximum       Amount of
   class of securities    to be    offering price   aggregate    registration
    being registered    registered   per share    offering price      fee
   --------------------------------------------------------------------------
   Common Stock, Par Value
   $2.50 per share(1)  1,500,000 shs. $36.375 (2)  $54,562,500 (2) $18,814.79
   --------------------------------------------------------------------------
    
   (1)  In addition, pursuant to Rule 416(c) under the Securities Act of
   1933, this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plan
   described herein.

   (2)  These amounts are estimates made solely for the purpose of
   determining the registration fee, and are based on the average of the high
   and low prices of the Common Stock as reported by The Wall Street Journal
   as New York Stock Exchange - Composite Transactions for January 31, 1994.
PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3. Incorporation of Documents by Reference.

        The following documents, as filed with the Securities and Exchange
   Commission, are incorporated herein by reference: (i) the report on Form
   11-K for the year ended December 31, 1992, of the Oklahoma Gas and
   Electric Company Employees' Thrift Plan (the "Plan"), (ii) the Annual
   Report on Form 10-K for the year ended December 31, 1992, of Oklahoma Gas
   and Electric Company (the "Registrant"), (iii) the Registrant's Quarterly
   Report on Form 10-Q for the quarters ended March 31, 1993, June 30, 1993
   and September 30, 1993, (iv) the Registrant's Current Report on Form 8-K
   dated October 1, 1993, and (v) the description of the Registrant's Common
   Stock contained in Exhibit 28.02 of the Registrant's Annual Report on Form
   10-K for the year ended December 31, 1990.  All documents filed by the
   Registrant or the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of
   the Securities Exchange Act of 1934 after the date hereof and prior to the
   filing of a post-effective amendment, which indicates that all of the
   securities offered hereby have been sold or which deregisters all such
   securities remaining unsold, shall be deemed to be incorporated by
   reference herein and to be a part hereof from the date of filing of such
   documents.

   Item 4. Description of Securities.

        The Registrant's Common Stock is registered under Section 12 of the
   Exchange Act.

   Item 5.  Interests of Named Experts and Counsel.

        The financial statements and schedules of the Registrant included or
   incorporated by reference in the Registrant's Annual Report on Form 10-K
   for the year ended December 31, 1992, to the extent and for the periods
   indicated in their reports included or incorporated by reference in said
   Form 10-K, have been audited by Arthur Andersen & Co., independent public
   accountants, as indicated in their reports with respect thereto, and are
   incorporated by reference herein in reliance upon the authority of said
   firm as experts in giving said reports.

        The financial statements and schedules of the Plan included in the
   Plan's Form 11-K Annual Report for the year ended December 31, 1992, have
   been audited by Arthur Andersen & Co., independent public accountants, as
   indicated in their report with respect thereto, and are incorporated
   herein by reference in reliance upon the authority of said firm as experts
   in giving said report.

   Item 6. Indemnification of Directors and Officers.

        Provisions of the Annotated Oklahoma Statutes provide that the
   Company may, and in some circumstances must, indemnify the directors and
   officers of the Company against liabilities and expenses incurred by any
   such person by reason of the fact that such person was serving in such
   capacity subject to certain limitations and conditions set forth in the
   statutes.  Substantially similar provisions that require such
   indemnification are contained in the Company's Restated Certificate of
   Incorporation, which is filed as Exhibit 4.01 to the Company's
   Post-Effective Amendment No. Two to Registration Statement No. 2-94973 and

                                         1
incorporated herein by this reference.  The Company's Restated Certificate
   of Incorporation also contains provisions limiting the liability of the
   Company's directors in certain instances.  The Company has an insurance
   policy covering its directors and officers against certain personal
   liability, which may include liabilities under the Securities Act of 1933,
   as amended.  

   Item 7.  Exemption from Registration Claimed.

        Not applicable

   Item 8.  Exhibits.

        4.01      Copy of Employees' Retirement Savings Plan of Oklahoma Gas
                  and Electric Company, formerly known as the Employees'
                  Thrift Plan.

        4.02      Copy of Trust Agreement Under Employees' Retirement Savings
                  Plan, between Oklahoma Gas and Electric Company and
                  Fidelity Management Trust Company.

        4.03      Restated Certificate of Incorporation, as amended (filed as
                  Exhibit 4.01 to the Registrant's Post-Effective Amendment
                  No. Two to Registration Statement No. 2-94973 and
                  incorporated herein by reference).  

        4.04      Supplemental Trust Indenture, dated September 14, 1976
                  (filed as Exhibit 2.19 to Registration Statement 2-59887
                  and incorporated by reference herein).  

        4.05      By-laws (filed as Exhibit 4.02 to the Registrant's
                  Post-Effective Amendment No. Two to Registration Statement
                  No. 2-94973 and incorporated by reference herein).

        5.01      The Registrant hereby undertakes that it:  (i) will submit
                  or has submitted the Plan and any amendment thereto to the
                  Internal Revenue Service ("IRS") in a timely manner and
                  (ii) has made or will make all changes required by the IRS
                  in order to qualify the Plan. 

        23.01     Consent of expert. 

        24.01     Power of attorney. 

   Item 9.  Undertakings.

   A.   INDEMNIFICATION

        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 provisions described
   in Item 6 above, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act 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

                                         2
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 act and
   will be governed by the final adjudication of such issue.  

   B.   SUBSEQUENT EXCHANGE ACT DOCUMENTS.

        The undersigned Registrant and Plan hereby undertake that, for
   purposes of determining any liability under the Securities Act of 1933, as
   amended, 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 each
   filing of the Plan's Annual Report pursuant to Section 15(d) of the
   Securities Exchange Act of 1934 that is incorporated by reference in this
   Registration Statement shall be deemed to be a new registration statement
   relating to the securities offered herein, and the offering of such
   securities at that time shall be deemed to be the initial bona fide
   offering thereof. 

   C.   OTHER

        The undersigned Registrant and Plan hereby also undertake

        (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; 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 paragraphs 1(i) and 1(ii) do not apply if the
   information required to be included in a post-effective amendment by those
   paragraphs is contained in periodic reports filed by the Registrant or
   Plan pursuant to Section 13 or Section 15(d) of the Securities Exchange
   Act of 1934 that are incorporated by reference in 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.

                                         3
SIGNATURES

   THE REGISTRANT

        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 of the requirements for filing on Form S-8 and
   has duly caused this Registration Statement to be signed on its behalf by
   the undersigned, thereunto duly authorized, in the City of Oklahoma City,
   and State of Oklahoma on the 4th day of February, 1994.

                            OKLAHOMA GAS AND ELECTRIC COMPANY
                                      (Registrant)

                             /s/ J.G. Harlow, Jr.
                                  
                            By:  J.G. Harlow, Jr.
                                 Chairman of the Board and President

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

       Signatures                    Title                         Date
    ----------------    ------------------------------         ------------- 
   /s/ J.G. Harlow, Jr.
   J.G. Harlow, Jr.     Chairman of the Board of             February 4, 1994
                        Directors, Principal Executive
                        Officer and Director;

   /s/ A.M. Strecker
   A.M. Strecker        Principal Financial Officer; and     February 4, 1994

   /s/ B.G. Bunce
   B.G. Bunce           Principal Accounting Officer.        February 4, 1994

                          _________________________     

   HERBERT H. CHAMPLIN            Director;
   WILLIAM E. DURRETT             Director;
   MARTHA W. GRIFFIN              Director;
   HUGH L. HEMBREE, III           Director;
   JOHN F. SNODGRASS              Director;
   BILL SWISHER                   Director;
   JOHN A. TAYLOR                 Director; and
   RONALD H. WHITE                Director.

    /s/ J.G. HARLOW, JR.

   By:  J.G. HARLOW, JR. 
       (attorney-in-fact)                                    February 4, 1994

                                         4
THE PLAN

        The undersigned consist of all of the members of the Committee having
   the responsibility for the administration of the Oklahoma Gas and Electric
   Company Employees' Retirement Savings Plan.  Pursuant to the requirements
   of the Securities Act of 1933, as amended, the Plan has duly caused this
   Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Oklahoma City, and State of
   Oklahoma on the 4th day of February, 1994.

                         Oklahoma Gas and Electric Company
                        Employees' Retirement Savings Plan

                      By   /s/ H.L. Grover
                        _____________________________________
                               H.L. Grover
                               Chairman

                      By   /s/ Irma B. Elliott
                        ____________________________________
                               Irma B. Elliott
                               Member

                      By   /s/ R.P. Schmid 
                        ___________________________________
                               R.P. Schmid
                               Member

                                         5
EXHIBIT INDEX

        4.01      Copy of Employees' Retirement Savings Plan of Oklahoma Gas
                  and Electric Company, formerly known as the Employees'
                  Thrift Plan.

        4.02      Copy of Trust Agreement Under Employees' Retirement Savings
                  Plan, between Oklahoma Gas and Electric Company and
                  Fidelity Management Trust Company.  

        4.03      Restated Certificate of Incorporation, as amended (filed as
                  Exhibit 4.01 to the Registrant's Post-Effective Amendment
                  No. Two to Registration Statement No. 2-94973 and
                  incorporated herein by reference).  

        4.04      Supplemental Trust Indenture, dated September 14, 1976
                  (filed as Exhibit 2.19 to Registration Statement 2-59887
                  and incorporated by reference herein).  

        4.05      By-laws (filed as Exhibit 4.02 to the Registrant's
                  Post-Effective Amendment No. Two to Registration Statement
                  No. 2-94973 and incorporated by reference herein).

        5.01      The Registrant hereby undertakes that it:  (i) will submit
                  or has submitted the Plan and any amendment thereto to the
                  Internal Revenue Service ("IRS") in a timely manner and
                  (ii) has made or will make all changes required by the IRS
                  in order to qualify the Plan. 

       23.01      Consent of expert. 

       24.01     Power of attorney.

                                       6