CENTRAL & SOUTH WEST CORP
U-1/A, 1994-03-15
ELECTRIC SERVICES
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  <PAGE> 1
                                                             File No. 70-8339 



                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                              AMENDMENT NO. 2 TO 

                       FORM U-1 APPLICATION-DECLARATION

                                   UNDER THE

                  PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                    ______________________________________

                      CENTRAL AND SOUTH WEST CORPORATION

                         1616 Woodall Rodgers Freeway
                                P.O. Box 660164
                             Dallas, Texas  75202

                 (Names of companies filing this statement and
                   addresses of principal executive offices)

                     _____________________________________

                      CENTRAL AND SOUTH WEST CORPORATION

                (Name of top registered holding company parent)

                     ____________________________________

                             Stephen J. McDonnell
                                   Treasurer
                      Central and South West Corporation
                         1616 Woodall Rodgers Freeway
                                P.O. Box 660164
                             Dallas, Texas  75202

                                M. Douglas Dunn
                        Milbank, Tweed, Hadley & McCloy
                           One Chase Manhattan Plaza
                           New York, New York  10005

                  (Names and addresses of agents for service)

                                with copies to 
                      George J. Forsyth & Joris M. Hogan
                        Milbank, Tweed, Hadley & McCloy
                           One Chase Manhattan Plaza
                           New York, New York  10005


  <PAGE> 2
         Central and South West Corporation ("CSW"), a Delaware corporation
and a holding company registered under the Public Utility Holding Company Act
of 1935, as amended (the "Act"), hereby files this Amendment No. 2 to the 
Form U-1 Application-Declaration in File No. 70-8339 for the purpose of
amending Item 6 in the following respects.  In all other respects, the
Application-Declaration as previously filed and amended will remain the same.

Item 6.  Exhibits and Financial Statements.

         Item 6 is hereby amended to file the following exhibits:

          D-1 -  Application to the PUCT.

          D-3 -  Section 203 Application to the FERC.

          D-4 -  Section 205 Application to the FERC.

          D-5 -  Section 211 Application to the FERC.

          D-6 -  Testimony of George R. Hall to the FERC (contained in
                 Exhibit D-3 above).

          D-7 -  Application to the NRC.



  <PAGE> 3
                               S I G N A T U R E
                               - - - - - - - - -


         Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, as amended, the undersigned company has duly caused this document
to be signed on its behalf by the undersigned thereunto duly authorized.
         Dated:  March 15, 1994



                                      CENTRAL AND SOUTH WEST CORPORATION


                                      
                                      By:  /s/ STEPHEN J. MCDONNELL
                                         Stephen J. McDonnell
                                         Treasurer




  <PAGE> 1
                         INDEX OF EXHIBITS

EXHIBIT                                                  TRANSMISSION
NUMBER                        EXHIBIT                       METHOD
- -------                       -------                    ------------

 D-1              Application to the PUCT.                    P*

 D-3              Section 203 Application to the FERC.        P*

 D-4              Section 205 Application to the FERC.        P*

 D-5              Section 211 Application to the FERC.        P*

 D-6              Testimony of George R. Hall to the          P*
                  FERC (contained in Exhibit D-3 above).

 D-7              Application to the NRC.                     P*


_____________
* In accordance with Rule 202 of Regulation S-T, these exhibits are being
  filed in paper pursuant to a continuing hardship exemption.




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