CENTRAL & SOUTH WEST CORP
POS AMC, 1994-03-07
ELECTRIC SERVICES
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  <PAGE> 1
                                                             File No. 70-8157 

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                      AMENDMENT NO. 9 (POST-EFFECTIVE) TO

                       FORM U-1 APPLICATION-DECLARATION

                                   UNDER THE

                  PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                      ___________________________________

CENTRAL AND SOUTH WEST CORPORATION      SOUTHWESTERN ELECTRIC POWER COMPANY
1616 Woodall Rodgers Freeway            428 Travis Street
Dallas, Texas  75202                    Shreveport, Louisiana 71156-0001


CENTRAL POWER AND LIGHT COMPANY         WEST TEXAS UTILITIES COMPANY
539 North Carancahua Street             301 Cypress Street
Corpus Christi, Texas 78401-2802        Abilene, Texas 79601-5820


PUBLIC SERVICE COMPANY OF OKLAHOMA      TRANSOK, INC.
212 East Sixth Street                   2 West Sixth Street
Tulsa, Oklahoma 74119-1212              Tulsa, Oklahoma 74119


                     CENTRAL AND SOUTH WEST SERVICES, INC.
                         1616 Woodall Rodgers Freeway
                             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
                             Dallas, Texas  75202

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

                  (Names and addresses of agents for service)

  <PAGE> 2
         Central and South West Corporation ("CSW"), a Delaware corporation
and a registered holding company under the Public Utility Holding Company Act
of 1935, as amended (the "Act"), and its subsidiary companies Central Power
and Light Company ("CPL"), Public Service Company of Oklahoma ("PSO"),
Southwestern Electric Power Company ("SWEPCO"), West Texas Utilities Company
("WTU"), Transok, Inc. ("Transok") and Central and South West Services, Inc.
("CSWS" and together with CPL, PSO, SWEPCO, WTU and Transok, the
"Subsidiaries"), hereby file this Post-Effective Amendment No. 9 to the 
Form U-1 Application-Declaration in this File No. 70-8157 (the "Application-
Declaration") for the purposes of amending Items 1 and 6 in the following
respects.  In all other respects, the Application-Declaration as previously
filed and amended will remain the same.
Item 1.  Description of Proposed Transaction.
         Item 1 as filed in Amendment No. 8 (Post-Effective) is hereby amended
in its entirety to read as follows:
         CSW requests that its borrowing limit of $800,000,000 as authorized
by the Securities and Exchange Commission (the "Commission") in this file
(HCAR No. 35-25777; March 31, 1993) be increased by $150,000,000 to a total
aggregate authorized borrowing limit of $950,000,000.
         CSW proposes to increase its borrowing limit, which is also the
limitation on the aggregate principal amount of outstanding borrowings by CSW
and its Subsidiaries (the "Aggregate Limitation"), due to (1) the increase
from $120 million to $200 million in Transok's borrowing limit (HCAR No. 
35-25897; September 28, 1993), in connection with which no corresponding
increase was made in the Aggregate Limitation, (2) the requested increase in
CSWS' and CPL's borrowing limits from $90 million to $150 million and $250 

  <PAGE> 3
million to $300 million, respectively, which are discussed below, and (3)
CSW's increased investment in CSW Energy, Inc. as authorized by the Commission
by orders dated September 28, 1990, November 22, 1991 and December 31, 1992
(HCAR Nos. 25162, 25414 and 25728; 70-7758), and August 6, 1993 (HCAR No.
25866; 70-8205), and orders relating to specific projects authorized
thereunder.
         CSWS requests that its borrowing limit of $90,000,000 as authorized
by the Commission in this file be increased by $60,000,000 to a total
aggregate authorized borrowing limit of $150,000,000.  CSWS proposes to
increase its authorization principally to finance anticipated expenditures for
building construction and improvements, acquisition of computer hardware and
software and reorganization and relocation costs.  First, CSWS is in the
process of completing building improvements at its headquarters in Dallas,
Texas.  Building improvements consist principally of a building addition which
avoided the need to seek space at another location in Dallas.  Second, a
portion of CSWS' anticipated expenditures relate to reorganization and
relocation costs associated with CSW's recently announced management
restructuring, early retirement program and relocation of certain employees to
Tulsa, Oklahoma.  The underlying goal of the restructuring is to meet the
challenges of the changing electric utility industry.  At year end 1993, CSW
recognized a restructuring charge of $97 million which is comprised of
anticipated early retirement, severance, relocation and other transition
costs.  Since the restructuring is not expected to be completed until the end
of 1994, it is not possible at this time to predict the number of employees
who will accept the early retirement program, be granted severance packages or
be relocated.  The severance and relocation costs will be paid from general 

  <PAGE> 4
corporate funds and early retirement costs from pension and post-retirement
benefit plan trusts.  Savings from the restructuring are expected to begin in
the second half of 1994.  By the end of 1995, initial costs should be fully
recovered through operations and maintenance cost savings.  Finally, CSWS
anticipates computer hardware and software expenditures related to the
relocation of certain employees of CSWS from Dallas to Tulsa, Oklahoma in
1994.  Increased computer hardware and software expenditures will be incurred
to standardize the computer hardware and software used by employees of CSWS. 
Standardization will include the replacement of obsolete computer hardware,
upgrades in computer hardware drives and memory capabilities, and the
replacement and upgrade of software.  
         CPL requests that its borrowing limit of $250,000,000 as authorized
by the Commission in this file be increased by $50,000,000 to a total
aggregate authorized borrowing limit of $300,000,000.  CPL proposes to
increase its authorization to (1) meet additional cash requirements resulting
from the outage at the South Texas Project nuclear generating station ("STP")
and (2) to provide interim financing for additional construction.  In February
1993, Units 1 and 2 of STP were shut down by Houston Lighting & Power Company,
the Project Manager, in an unscheduled outage resulting from mechanical
problems.  The Nuclear Regulatory Commission ("NRC") announced in June 1993
that STP was placed on its "watch list" of plants with "weaknesses that
warrant increased NRC attention."  During 1993, the STP outage resulted in $29
million of additional operating, maintenance and other costs at CPL.  CPL is
expected to continue to experience increased STP-related operating and
maintenance costs in 1994, but at a lower level than 1993 expenses.  During
the outage, CPL's fuel and purchased power costs have been, and are expected 

  <PAGE> 5
to continue to be, increased as the power normally generated by STP must be
replaced through sources with higher costs.  As a result, receivables from
customers relating to fuel revenues increased by approximately $58 million in
1993.  Further, CPL's construction expenditures increased from $102 million in
1992 to $180 million in 1993 and are expected to be approximately $195 million
in 1994.  These higher levels primarily are due to investments in large
transmission lines to meet the electric requirements of CPL's service
territory.  As a result of these factors, CPL requests that its borrowing
limit be increased.
         Aggregate amounts borrowed (invested) through the Money Pool for CSW
and Subsidiaries at December 31, 1993 and March 1, 1994 were as follows:
                       December 31                        March 1,
                          1993                             1994
                       -----------                        --------
                                       (in millions)

         CPL            $ 171                              $ 235
         PSO               32                                 55
         SWEPCO            28                                 37
         WTU               12                                 27
         TRANSOK           21                                 <1>
         CSWS              84                                 85

         Total CSW
         Short-Term
         Borrowings/
        <Investment>    $ 765                              $ 771


         Applicants will not use the additional requested borrowings to
finance the acquisition of an exempt wholesale generator or a foreign utility
company.  If the Applicant's position changes, an amended Application-
Declaration will be filed requesting authorization to use Money Pool
borrowings to finance any such acquisition.

  <PAGE> 6
         Amended Exhibit 9 contains summary projections of sources and
applications of funds for CSWS and CPL for the period from January 1, 1994
through March 31, 1995.  These projections indicate the anticipated quarter-
end borrowing levels and surplus funds available to the Money Pool over the
period.  The differences between the authorized borrowing levels requested and
the projected quarter-end borrowing levels are due to the inclusion of a
safety margin required because of the inherent nature of projections and such
factors as possible timing differences in the sale of long-term securities
which will be used to refund short-term debt, fluctuations in fuel expenses,
daily fluctuations of short-term cash requirements and resulting borrowing
levels, changes in weather which affects income, escalation and timing of
construction expenditures and other similar unpredictable events.  

Item 6.  Exhibits and Financial Statements.
         Item 6 is hereby amended to file the following exhibit:
         Amended 
         Exhibit 6 -  Financial Statements as of December 31, 1993, of CSW and
                      Subsidiaries.


  <PAGE> 7
                               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 companies have duly caused this
document to be signed on their behalf by the undersigned thereunto duly
authorized.
         Dated:  March 4, 1994


 
CENTRAL AND SOUTH WEST CORPORATION      CENTRAL POWER AND LIGHT COMPANY


By  /s/ STEPHEN J. MCDONNELL            By  /s/ DAVID P. SARTIN
        Stephen J. McDonnell                       David P. Sartin
             Treasurer                                Controller



PUBLIC SERVICE COMPANY OF OKLAHOMA      SOUTHWESTERN ELECTRIC POWER COMPANY


By  /s/ DAVID M. THOMISON               By  /s/ A. G. HAMMETT, III
         David M. Thomison                        A. G. Hammett, III
             Treasurer                                Treasurer



WEST TEXAS UTILITIES COMPANY            TRANSOK, INC.


By  /s/ D. JOE LAMBRIGHT                By  /s/ O. T. STEWART
          D. Joe Lambright                          O. T. Stewart
             Treasurer                                Treasurer
                                                     and Controller



                      CENTRAL AND SOUTH WEST SERVICES, INC.


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



  <PAGE> 1

                                 EXHIBIT INDEX
 
Exhibit                                                           Transmission
Number                              Exhibit                          Method   
- -------                             -------                       ------------

  6                 Financial Statements as of                     Electronic
                    December 31, 1993, of CSW and 
                    Subsidiaries (amended exhibit).





  <PAGE> 1

                                                                   EXHIBIT 6  
                                                                   ---------  

                                     INDEX
                                      TO
                             FINANCIAL STATEMENTS
                                                                       Page
                                                                      Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES

Consolidated Balance Sheets - Per Books and Pro Forma 
  as of December 31, 1993                                             3 - 4

Consolidated Statement of Income for the Twelve Months Ended 
  December 31, 1993                                                     5

Consolidated Statement of Retained Earnings for the Twelve 
  Months Ended December 31, 1993                                        6 

Statements of Long-Term Debt Outstanding as of December 31, 1993      7 - 10

Statements of Preferred Stock Outstanding as of December 31, 1993    11 - 12


CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)

Balance Sheets - Per Books and Pro Forma as of December 31, 1993        13

Statement of Income for the Twelve Months Ended December 31, 1993       14


CENTRAL POWER AND LIGHT COMPANY                   

Balance Sheets - Per Books and Pro Forma as of December 31, 1993     15 - 16

Statement of Income for the Twelve Months Ended December 31, 1993       17

Statement of Retained Earnings for the Twelve Months Ended
  December 31, 1993                                                     18


PUBLIC SERVICE COMPANY OF OKLAHOMA                   

Balance Sheets - Per Books and Pro Forma as of December 31, 1993     19 - 20

Statement of Income for the Twelve Months Ended December 31, 1993       21

Statement of Retained Earnings for the Twelve Months Ended
  December 31, 1993                                                     22


SOUTHWESTERN ELECTRIC POWER COMPANY                   

Balance Sheets - Per Books and Pro Forma as of December 31, 1993     23 - 24

Statement of Income for the Twelve Months Ended December 31, 1993       25

Statement of Retained Earnings for the Twelve Months Ended
  December 31, 1993                                                     26


  <PAGE> 2
                                     INDEX
                                      TO
                             FINANCIAL STATEMENTS

                                  (CONTINUED)

                                                                       Page
                                                                      Number

WEST TEXAS UTILITIES COMPANY                  

Balance Sheets - Per Books and Pro Forma as of December 31, 1993     27 - 28

Statement of Income for the Twelve Months Ended December 31, 1993       29

Statement of Retained Earnings for the Twelve Months Ended
  December 31, 1993                                                     30


TRANSOK, INC.                  

Balance Sheets - Per Books and Pro Forma as of December 31, 1993     31 - 32

Statement of Income for the Twelve Months Ended December 31, 1993       33

Statement of Retained Earnings for the Twelve Months Ended
  December 31, 1993                                                     34


CENTRAL AND SOUTH WEST SERVICES, INC.                  

Balance Sheets - Per Books and Pro Forma as of December 31, 1993     35 - 36

Statement of Income for the Twelve Months Ended December 31, 1993       37

Statement of Retained Earnings for the Twelve Months Ended
  December 31, 1993                                                     38

PRO FORMA ADJUSTMENTS TO BALANCE SHEETS                                 39

STATEMENT OF CHANGES                                                    40

CAPITALIZATION RATIOS - Per books and Pro forma                      41 - 42


  <PAGE> 3
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES

                          CONSOLIDATED BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)

                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma
                                                
ASSETS                                        

PLANT
  Electric utility
    Production                               $ 5,775                  $ 5,775
    Transmission                               1,228                    1,228
    Distribution                               2,362                    2,362
    General                                      709                      709
    Construction work in progress                371                      371
    Nuclear fuel                                 160                      160
  Gas                                            752                      752
                                              ------                   ------
                                              11,357                   11,357
  Less - Accumulated depreciation              3,550                    3,550
                                              ------                   ------
                                               7,807                    7,807
                                              ------                   ------
CURRENT ASSETS
  Cash and temporary cash investments             62         150          212
  Special deposits                                 2                        2
  Accounts receivable                            813                      813
  Materials and supplies, at average cost        149                      149
  Fuel inventory, substantially at average cost  102                      102
  Gas inventory for resale, 
    substantially at LIFO                         28                       28
  Unrecovered fuel cost                           70                       70
  Prepayments and other                           53                       53
                                              ------      ------       ------
                                               1,279         150        1,429
                                              ------      ------       ------
DEFERRED CHARGES AND OTHER ASSETS
  Deferred plant costs                           518                      518
  Mirror CWIP asset - net                        332                      332
  Other non-utility investments                  253                      253  
  Income tax related regulatory asset - net      182                      182
  Other                                          252                      252
                                              ------                   ------
                                               1,537                    1,537
                                              ------      ------       ------
                                             $10,623     $   150      $10,773
                                              ======      ======       ======
 

  <PAGE> 4
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES

                          CONSOLIDATED BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)


                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma
                                             
CAPITALIZATION AND LIABILITIES

CAPITALIZATION
  Common Stock Equity -
    Common stock, $3.50 par value, authorized
    350,000,000 shares; issued and outstanding
      188,405,000 shares                     $   659                  $   659
    Paid-in capital                              518                      518
    Retained earnings                          1,753                    1,753
                                              ------                   ------
    Total Common Stock Equity                  2,930                    2,930
                                              
  Preferred stock
    Not subject to mandatory redemption          292                      292
    Subject to mandatory redemption               58                       58
  Long-term debt                               2,749                    2,749
                                              ------                   ------
    Total Capitalization                       6,029                    6,029
                                              ------                   ------
CURRENT LIABILITIES
  Long-term debt/preferred stock
    due within twelve months                      26                       26
  Short-term debt                                769         150          919
  Short-term debt - CSW Credit                   641                      641
  Accounts payable                               306                      306
  Accrued taxes                                   98                       98
  Accrued interest                                55                       55
  Accrued restructuring charges                   97                       97
  Other                                          168                      168
                                              ------      ------       ------
                                               2,160         150        2,310
                                              ------      ------       ------
DEFERRED CREDITS
  Income taxes                                 1,935                    1,935
  Investment tax credits                         335                      335
  Mirror CWIP liability and other                164                      164
                                              ------                   ------
                                               2,434                    2,434
                                              ------      ------       ------
                                             $10,623     $   150      $10,773
                                              ======      ======       ======

  <PAGE> 5
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES

                       CONSOLIDATED STATEMENT OF INCOME
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)




OPERATING REVENUES                                                $3,687
                                                                   -----
OPERATING EXPENSES AND TAXES
  Fuel and purchased power                                         1,209
  Gas purchased for resale                                           396
  Other operating                                                    679
  Restructuring charges                                               97
  Maintenance                                                        197
  Depreciation and amortization                                      330
  Taxes, other than Federal income                                   197
  Federal income taxes                                               125
                                                                   -----
                                                                   3,230
                                                                   -----

OPERATING INCOME                                                     457
                                                                   -----
OTHER INCOME AND DEDUCTIONS 
  Mirror CWIP liability  amortization                                 76
  Other                                                               17 
                                                                   -----
                                                                      93
                                                                   -----
INCOME BEFORE INTEREST CHARGES                                       550
                                                                   -----
INTEREST CHARGES
  Interest on long-term debt                                         219
  Interest on short-term debt and other                               50
                                                                   -----
                                                                     269
                                                                   -----
INCOME BEFORE CUMULATIVE EFFECT OF CHANGES IN
      ACCOUNTING PRINCIPLES                                          281

  Cumulative effect of changes in accounting principles               46
                                                                   -----
NET INCOME                                                           327
  Preferred stock dividends                                           20
                                                                   -----
NET INCOME FOR COMMON STOCK                                       $  307
                                                                   =====


  <PAGE> 6
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES

                  CONSOLIDATED STATEMENT OF RETAINED EARNINGS
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)





RETAINED EARNINGS AT December 31, 1992                            $1,751

Add:  Net income for common stock                                    308 
                                                                   -----
                                                                   2,059

Deduct:  Common stock dividends                                      306
                                                                   -----
RETAINED EARNINGS AT December 31, 1993                            $1,753
                                                                   =====


  <PAGE> 7
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES

                    STATEMENT OF LONG-TERM DEBT OUTSTANDING
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)



CENTRAL POWER AND LIGHT COMPANY                  
 First mortgage bonds -
  Series J, 6-5/8%, due January 1, 1998                          $   28
  Series L, 7%, due February 1, 2001                                 36
  Series T, 7-1/2%, due December 15, 2014                           112
  Series U, 9-3/4%, due July 1, 2015                                 32
  Series Z, 9-3/8%, due December 1, 2019                            140
  Series AA, 7-1/2%, due March 1, 2020                               50
  Series BB, 6%, due October 1, 1997                                200
  Series CC, 7-1/4%, due October 1, 2004                            100
  Series DD, 7-1/8%, due December 1, 1999                            25
  Series EE, 7-1/2%, due December 1, 2002                           115
  Series FF, 6-7/8%, due February 1, 2003                            50
  Series GG, 7-1/8%, due February 1, 2008                            75
  Series HH, 6%, due April 1, 2000                                  100
  Series II, 7-1/2%, due April 1, 2023                              100
Installment sales agreements -                                           
  Pollution control bonds                        
    Series 1974 7-1/8%, due June 1, 2004                              9
    Series 1977 6%, due November 1, 2007                             34
    Series 1984 7-7/8%, due December 15, 2014                         6
    Series 1984 10-1/8%, due October 15, 2014                        69
    Series 1986 7-7/8%, due December 1, 2016                         60
    Series 1993 6%, due July 1, 2028                                120
Unamortized discount                                                (12)
Unamortized costs of reacquired debt                                (86)
                                                                  -----
                                                                 $1,363
                                                                  -----

  <PAGE> 8
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES

              STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)




PUBLIC SERVICE COMPANY OF OKLAHOMA
First mortgage bonds -
  Series J, 5-1/4%, due March 1, 1996                            $   25
  Series K, 7-1/4%, due January 1, 1999                              25
  Series L, 7-3/8%, due March 1, 2002                                30
  Series S, 7-1/4%, due July 1, 2003                                 65
  Series T, 7-3/8%, due December 1, 2004                             50
  Series U, 6-1/4%, due April 1, 2003                                35
  Series V, 7-3/8%, due April 1, 2023                               100
  Series W, 6-1/2%, due June 1, 2005                                 50
Installment sales agreements -  
  Pollution control bonds
    5.9%, due December 1, 2007                                       35
    Series 1984 7-7/8, due December 15, 2014                         13
Unamortized discount                                                 (5)
Unamortized costs of reacquired debt                                (21)
                                                                  -----
                                                                 $  402
                                                                  -----


  <PAGE> 9
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES

              STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)




SOUTHWESTERN ELECTRIC POWER COMPANY
First mortgage bonds -
  Series U, 9-1/8%, due November 1, 2019                              5
  Series V, 7-3/4%, due June 1, 2004                                 40
  Series W, 6-1/8%, due December 1, 1999                             40
  Series X, 7%, due December 1, 2007                                 90
  Series Y, 6-5/8%, due February 1, 2003                             55
  Series Z, 7-1/4%, due July 1, 2023                                 45
  Series AA, 5-1/4%, due April 1, 2000                               45
  Series BB, 6-7/8%, due October 1, 2025                             80
  1976 Series A, 6.2%, due November 1, 2006                           7
  1976 Series B, 6.2%, due November 1, 2006                           1
Installment sales agreements -  
  Pollution control bonds
    1978 Series A, 6%, due January 1, 2008                           14
    1991 Series A, 8.2%, due August 1, 2011                          17
    1991 Series B, 6.9%, due November 1, 2004                        12
    Series 1986, 8.2%, due July 1, 2014                              82
    Series 1992, 7.6%, due January 1, 2019                           54
Bank loan, variable rate, due June 15, 1994                          50
Railcar lease obligations                                            17
Unamortized discount                                                 (4)
Unamortized costs of reacquired debt                                (48)
                                                                  -----   
                                                                 $  602
                                                                  ----- 
WEST TEXAS UTILITIES COMPANY
First mortgage bonds -
  Series O, 9-1/4%, due December 1, 2019                             63
  Series P, 7-3/4%, due July 1, 2007                                 25
  Series Q, 6-7/8%, due October 1, 2002                              35
  Series R, 7%, due October 1, 2004                                  40
Installment sales agreement -
  Pollution control bonds
    7-7/8%, due December 15, 2014                                    44
Unamortized discount                                                 (1)
Unamortized costs of reacquired debt                                (29)
                                                                  ----- 
                                                                 $  177
                                                                  -----

  <PAGE> 10
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES

              STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)
TRANSOK, INC.
  Note payable, 8.960%, due April 17, 2017                       $   15
  Note payable, 8.280%, due April 16, 2007                            3
  Note payable, 8.130%, due April 16, 2002                            3
  Note payable, 8.125%, due April 22, 2002                           17
  Note payable, 8.900%, due May 21, 2012                              5
  Note payable, 7.810%, due May 20, 1999                              3
  Note payable, 8.250%, due May 20, 2004                              1
  Note payable, 8.170%, due May 22, 2003                              2
  Note payable, 7.750%, due May 21, 1999                              5
  Note payable, 8.170%, due May 28, 2004                              2
  Note payable, 8.280%, due June 3, 2003                              4
  Note payable, 8.340%, due June 2, 2004                              2
  Note payable, 8.350%, due August 27, 2012                           5
  Note payable, 7.350%, due August 26, 2002                           5
  Note payable, 7.330%, due August 26, 2002                           1
  Note payable, 7.320%, due August 28, 2002                          14
  Note payable, 6.750%, due December 1, 1999                         15 
  Note payable, 7.800%, due March 1, 2004                            10
  Note payable, 7.770%, due March 1, 2004                             3
  Note payable, 7.780%, due December 15, 2004                         2
  Note payable, 7.730%, due December 15, 2004                         1
  Note payable, 7.670%, due March 1, 2004                             1
  Note payable, 7.650%, due May 15, 2002                              5
  Note payable, 7.650%, due May 15, 2002                              5
  Note payable, 7.710%, due December 23, 2003                        11
  Note payable, 6.850%, due March 18, 2005                            1
  Note payable, 6.850%, due March 18, 2005                            1
  Note payable, 6.900%, due March 1, 2005                             6
  Note payable, 6.990%, due March 24, 2005                            5
  Note payable, 6.860%, due March 28, 2005                           12
  Note payable, 7.750%, due April 24, 2023                           10
  Note payable, 6.840%, due April 25, 2005                            3
  Note payable, 7.750%, due April 26, 2023                            5
  Note payable, 6.810%, due April 26, 2005                            7
  Note payable, 6.600%, due April 29, 2003                            2
  Note payable, 6.710%, due April 30, 2004                            1
  Note payable, 6.930%, due May 5, 2005                               1
  Note payable, 7.070%, due May 5, 2008                               1
  Note payable, 7.000%, due January 12, 2004                          5
                                                                  -----
                                                                 $  200
                                                                  -----
CENTRAL AND SOUTH WEST SERVICES, INC.
  Note payable, 9%, due February 1, 2008                              5
                                                                  ----- 
  TOTAL CONSOLIDATED                                             $2,749
                                                                  =====

  <PAGE> 11
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES

                   STATEMENT OF PREFERRED STOCK OUTSTANDING
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)


NOT SUBJECT TO MANDATORY REDEMPTION

  CENTRAL POWER AND LIGHT COMPANY
    4.00% Series,   100,000 shares                               $   10
    4.20% Series,    75,000 shares                                    8
    7.12% Series,   260,000 shares                                   26
    8.72% Series,   500,000 shares                                   50
    2.69% Series,   750,000 shares                                   75
    2.711% Series,  425,000 shares                                   42
    2.688% Series,  425,000 shares                                   42
    Issuance expense                                                 (3)
                                                                  -----
                                                                    250
                                                                  -----
  PUBLIC SERVICE COMPANY OF OKLAHOMA
    4.00% Series,   97,900 shares                                    10
    4.24% Series,  100,000 shares                                    10
                                                                  -----
                                                                     20
                                                                  -----
  SOUTHWESTERN ELECTRIC POWER COMPANY
    5.00% Series,   75,000 shares                                     8
    4.65% Series,   25,000 shares                                     2
    4.28% Series,   60,000 shares                                     6
                                                                  -----
                                                                     16
                                                                  -----
  WEST TEXAS UTILITIES COMPANY
    4.40% Series,   60,000 shares                                     6
                                                                  -----
    Total Consolidated                                           $  292
                                                                  =====


  <PAGE> 12
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES

             STATEMENT OF PREFERRED STOCK OUTSTANDING (Continued)
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)


SUBJECT TO MANDATORY REDEMPTION

  CENTRAL POWER AND LIGHT COMPANY
    10.05% Series, 223,750 shares                           $   22
                                                             -----
                                                                22
                                                             -----
  SOUTHWESTERN ELECTRIC POWER COMPANY                             
    6.95% Series,  364,000 shares                               36
                                                             -----
                                                                36
                                                             -----

    Total Consolidated                                      $   58
                                                             =====


  <PAGE> 13
                      CENTRAL AND SOUTH WEST CORPORATION

                                BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)




                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma
                                                
INVESTMENTS IN COMMON STOCK
  OF SUBSIDIARY
  COMPANIES (at equity)                       $ 3,105                $ 3,105
                                                -----                  -----

CURRENT ASSETS
  Cash and temporary cash investments               5         40          45
  Advances to affiliates                          348        110         458
  Prepayments and other                           246                    246 
                                                -----      -----       -----
                                                  599        150         749
                                                -----      -----       -----
Deferred charges and other assets                  22                     22
                                                -----      -----       -----
                                              $ 3,726     $  150     $ 3,876
                                                =====      =====       =====

COMMON STOCK EQUITY
  Common stock, $3.50 par value,
    authorized 350,000,000 shares;
    issued and outstanding
    188,405,000 shares                        $   659                 $  659
  Paid-in capital                                 518                    518
  Retained earnings                             1,753                  1,753
                                                -----                  -----
                                                2,930                  2,930
                                                -----                  ----- 
CURRENT LIABILITIES
  Short-term debt                                 769        150         919
  Advances from affiliates                          -                      -
  Accounts payable and other                       13                     13
                                                -----      -----       -----
                                                  782        150         932
                                                -----      -----       -----
DEFERRED CREDITS                                   14                     14
                                                -----      -----       -----
                                              $ 3,726     $  150     $ 3,876
                                                =====      =====       =====



  <PAGE> 14
                      CENTRAL AND SOUTH WEST CORPORATION

                              STATEMENT OF INCOME
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)


INCOME

  Equity in earnings of subsidiaries
    Central Power and Light Company                                 $158
    Public Service Company of Oklahoma                                46
    Southwestern Electric Power Company                               79
    West Texas Utilities Company                                      29
    Transok, Inc.                                                     19
    CSW Credit, Inc.                                                   7
    CSW Energy, Inc.                                                  (6)
    CSW Leasing, Inc.                                                  -
    Central and South West Services, Inc.                              -
  Other Income                                                        19
                                                                     ---
                                                                     351
                                                                     ---

EXPENSES AND TAXES

  General and administrative expenses                                 26
  Interest expense                                                    20
  Federal income taxes                                                (4)
  Other                                                                1
                                                                     ---
                                                                      43
                                                                     ---
NET INCOME                                                          $308
                                                                     ===

  <PAGE> 15
                        CENTRAL POWER AND LIGHT COMPANY

                                BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)

                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma

ASSETS

ELECTRIC UTILITY PLANT
  Production                                 $ 3,062                  $ 3,062
  Transmission                                   352                      352
  Distribution                                   765                      765
  General                                        209                      209
  Construction work in progress                  168                      168
  Nuclear fuel                                   160                      160
                                              ------                   ------
                                               4,716                    4,716 
  Less - Accumulated depreciation 
    and amortization                           1,263                    1,263
                                              ------                   ------
                                               3,453                    3,453
                                              ------                   ------
CURRENT ASSETS
  Cash and temporary cash investments              2         50            52
  Special deposits                                 2                        2
  Accounts receivable                             24                       24
  Materials and supplies, at average costs        65                       65
  Fuel inventory, at average cost                 17                       17
  Unrecovered fuel cost                           53                       53
  Prepayments and other                            7                        7
                                              ------       ----         -----
                                                 170         50           220
                                              ------       ----         -----
DEFERRED CHARGES AND OTHER ASSETS
  Deferred STP costs                             490                      490
  Mirror CWIP asset                              332                      332
  Income tax related regulatory assets           266                      266
  Other                                           71                       71
                                              ------                   ------
                                               1,159                    1,159
                                              ------       ----         -----
                                             $ 4,782      $  50       $ 4,832
                                              ======       ====         =====


  <PAGE> 16
                        CENTRAL POWER AND LIGHT COMPANY

                                BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)



                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma

CAPITALIZATION AND LIABILITIES

CAPITALIZATION
  Common stock, $25 par value; authorized
   12,000,000 shares; issued and outstanding
   6,755,535 shares                          $   169                  $   169
  Paid-in capital                                405                      405
  Retained earnings                              850                      850
                                              ------                   ------
    Total common stock equity                  1,424                    1,424
                                              

  Preferred stock
   Not subject to mandatory redemption           250                      250
   Subject to mandatory redemption                22                       22
   Long-term debt                              1,363                    1,363
                                              ------                   ------
    Total capitalization                       3,059                    3,059
                                              ------                   ------
 
CURRENT LIABILITIES
  Long-term debt and preferred stock
    due within twelve months                       4                        4
  Advances from affiliates                       171         50           221
  Accounts payable                                80                       80
  Accrued taxes                                   34                       34
  Accrued interest                                25                       25
  Accrued restructuring charges                   29                       29
  Other                                           28                       28
                                              ------       ----        ------
                                                 371         50           421
                                              ------       ----        ------
DEFERRED CREDITS     
  Income taxes                                 1,057                    1,057
  Investment tax credits                         165                      165
  Mirror CWIP liability and other                130                      130
                                              ------                   ------ 
                                               1,352                    1,352
                                              ------       ----        ------
                                             $ 4,782      $  50       $ 4,832
                                              ======       ====        ======

  <PAGE> 17
                        CENTRAL POWER AND LIGHT COMPANY

                              STATEMENT OF INCOME
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)



ELECTRIC OPERATING REVENUE                                   $ 1,224
                                                              ------ 

OPERATING EXPENSES AND TAXES
  Fuel                                                           351
  Purchased power                                                 64
  Other operating                                                225
  Restructuring charges                                           29
  Maintenance                                                     82
  Depreciation and amortization                                  132
  Taxes, other than Federal income                                86
  Federal income taxes                                            65
                                                              ------       
                                                               1,034
                                                              ------
OPERATING INCOME                                                 190
                                                              ------
OTHER INCOME AND DEDUCTIONS
  Mirror CWIP liability amortization                              75
  Other                                                            3
                                                              ------
                                                                  78
                                                              ------   
                                                                   
INCOME BEFORE INTEREST CHARGES                                   268
                                                              ------
INTEREST CHARGES
  Interest on long-term debt                                     113
  Interest on short-term debt and other                           10
                                                              ------
                                                                 123
                                                              ------

INCOME BEFORE CUMULATIVE EFFECT OF CHANGES
  IN ACCOUNTING PRINCIPLES                                       145

Cumulative Effect of Changes in Accounting Principles             27
                                                              ------
NET INCOME                                                       172

PREFERRED STOCK DIVIDENDS                                         14
                                                              ------       
NET INCOME FOR COMMON STOCK                                  $   158
                                                              ======

  <PAGE> 18
                        CENTRAL POWER AND LIGHT COMPANY

                        STATEMENT OF RETAINED EARNINGS
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)




 
RETAINED EARNINGS AT December 31, 1992                       $   864
Add:  Net income (loss) for common stock                         158
                                                              ------
                                                               1,022 
Deduct:  Common stock dividends                                  172
                                                              ------
RETAINED EARNINGS AT December 31, 1993                       $   850
                                                              ======


  <PAGE> 19
                      PUBLIC SERVICE COMPANY OF OKLAHOMA

                                BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)

                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma

ASSETS                                                  No Pro Forma
                                                        Adjustments
ELECTRIC UTILITY PLANT
  Production                                 $   895                  $   895
  Transmission                                   335                      335
  Distribution                                   627                      627
  General                                        144                      144
  Construction work in progress                   52                       52
                                              ------                   ------
                                               2,053                    2,053
  Less - Accumulated depreciation                806                      806
                                              ------                   ------
                                               1,247                    1,247
                                              ------                   ------
CURRENT ASSETS
  Cash and temporary cash investments              2                        2
  Accounts receivable                             37                       37
  Materials and supplies, at average cost         38                       38
  Fuel inventory, at LIFO cost                    21                       21
  Prepayments                                     21                       21
                                              ------                   ------
                                                 119                      119
                                              ------                   ------
DEFERRED CHARGES AND OTHER ASSETS                 54                       54
                                              ------                   ------
                                             $ 1,420                  $ 1,420
                                              ======                   ======


  <PAGE> 20
                      PUBLIC SERVICE COMPANY OF OKLAHOMA

                                BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)



                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma

CAPITALIZATION AND LIABILITIES                          No Pro Forma
                                                        Adjustments
CAPITALIZATION
  Common stock, $15 par value; authorized
   11,000,000 shares; issued 10,482,000 shares
   and outstanding 9,013,000 shares          $   157                  $   157
  Paid-in capital                                180                      180 
  Retained earnings                               98                       98
                                              ------                   ------
    Total common stock equity                    435                      435
                                             

  Preferred stock                                 20                       20
  Long-term debt                                 402                      402
                                              ------                   ------
    Total capitalization                         857                      857
                                              ------                   ------
 
CURRENT LIABILITIES
  Advances from affiliates                        32                       32
  Payable to affiliates                           18                       18
  Accounts payable                                56                       56
  Payables to customers                           14                       14 
  Accrued taxes                                   15                       15
  Accrued interest                                 5                        5
  Accrued restructuring charges                   25                       25
  Other                                           40                       40
                                              ------                   ------
                                                 205                      205
                                              ------                   ------

DEFERRED CREDITS     
  Accumulated deferred income tax                260                      260
  Investment tax credits                          52                       52
  Income tax related regulatory liabilities       21                       21
  Other                                           25                       25 
                                              ------                   ------ 
                                                 358                      358
                                              ------                   ------
                                             $ 1,420                  $ 1,420
                                              ======                   ======


  <PAGE> 21
                      PUBLIC SERVICE COMPANY OF OKLAHOMA

                              STATEMENT OF INCOME
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)



ELECTRIC OPERATING REVENUE                                   $   708
                                                              ------

OPERATING EXPENSES AND TAXES
  Fuel                                                           299
  Purchased power                                                 33
  Other operating                                                126
  Restructuring charges                                           25
  Maintenance                                                     46
  Depreciation and amortization                                   59
  Taxes, other than Federal income                                28
Federal income taxes                                              20
                                                              ------       
                                                                 636
                                                              ------
OPERATING INCOME                                                  72
                                                              ------
OTHER INCOME AND DEDUCTIONS                                        2
                                                              ------
                                                                   
INCOME BEFORE INTEREST CHARGES                                    74
                                                              ------
INTEREST CHARGES
  Interest on long-term debt                                      31
  Interest on short-term debt and other                            2
                                                              ------
                                                                  33
                                                              ------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGES
  IN ACCOUNTING PRINCIPLES                                        41

Cumulative Effect of Changes in Accounting Principles              6
                                                              ------
NET INCOME                                                        47

PREFERRED STOCK DIVIDENDS                                          1
                                                              ------       
NET INCOME FOR COMMON STOCK                                  $    46
                                                              ======


  <PAGE> 22
                      PUBLIC SERVICE COMPANY OF OKLAHOMA

                        STATEMENT OF RETAINED EARNINGS
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)




 
RETAINED EARNINGS AT December 31, 1992                       $    92
Add:  Net income (loss) for common stock                          46
                                                              ------
                                                                 138
Deduct:  Common stock dividends                                   40
                                                              ------
RETAINED EARNINGS AT December 31, 1993                       $    98
                                                              ======

  <PAGE> 23
                      SOUTHWESTERN ELECTRIC POWER COMPANY

                                BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)

                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma

ASSETS                                                  No Pro Forma
                                                        Adjustments
ELECTRIC UTILITY PLANT
  Production                                 $ 1,392                  $ 1,392
  Transmission                                   351                      351
  Distribution                                   679                      679
  General                                        188                      188
  Construction work in progress                  126                      126
                                              ------                   ------
                                               2,736                    2,736
  Less - Accumulated depreciation                948                      948
                                              ------                   ------
                                               1,788                    1,788
                                              ------                   ------
CURRENT ASSETS
  Cash and temporary cash investments              8                        8
  Accounts receivable                             24                       24
  Materials and supplies, at average costs        25                       25
  Fuel inventory, at average cost                 49                       49
  Prepayments and other                           19                       19
                                              ------                   ------
                                                 125                      125
                                              ------                   ------
DEFERRED CHARGES AND OTHER ASSETS                 55                       55
                                              ------                   ------
                                             $ 1,968                  $ 1,968
                                              ======                   ======


  <PAGE> 24
                      SOUTHWESTERN ELECTRIC POWER COMPANY

                                BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)


                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma

CAPITALIZATION AND LIABILITIES                          No Pro Forma
                                                        Adjustments
CAPITALIZATION
  Common stock, $18 par value; authorized
   7,600,000 shares; issued and outstanding
   7,536,640 shares                          $   136                  $   136
  Paid-in capital                                245                      245
  Retained earnings                              265                      265
                                              ------                   ------
    Total common stock equity                    646                      646
                                              
  Preferred stock
   Not subject to mandatory redemption            16                       16
   Subject to mandatory redemption                36                       36
  Long-term debt                                 602                      602
                                              ------                   ------
    Total capitalization                       1,300                    1,300 
                                              ------                   ------

CURRENT LIABILITIES
  Long-term debt due within twelve months          5                        5
  Advances from affiliates                        28                       28
  Accounts payable                                42                       42
  Customer deposits                               17                       17 
  Accrued taxes                                   27                       27
  Accrued interest                                17                       17
  Accrued restructuring charges                   25                       25
  Other                                           30                       30
                                              ------                   ------
                                                 191                      191
                                              ------                   ------
DEFERRED CREDITS     
  Income taxes                                   333                      333
  Investment tax credits                          85                       85
  Income tax related regulatory
    liabilities - net                             53                       53
  Other                                            6                        6 
                                              ------                   ------ 
                                                 477                      477
                                              ------                   ------
                                             $ 1,968                  $ 1,968
                                              ======                   ======


  <PAGE> 25
                      SOUTHWESTERN ELECTRIC POWER COMPANY

                              STATEMENT OF INCOME
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)



ELECTRIC OPERATING REVENUE                                   $   837
                                                              ------

OPERATING EXPENSES AND TAXES
  Fuel                                                           359
  Purchased power                                                 13
  Other Operating                                                123
  Restructuring charges                                           25
  Maintenance                                                     50
  Depreciation and amortization                                   75
  Taxes, other than Federal income                                47
  Federal income taxes                                            27
                                                              ------
                                                                 719
                                                              ------
OPERATING INCOME                                                 118
                                                              ------
OTHER INCOME AND DEDUCTIONS                                        5
                                                              ------
                                                                   
INCOME BEFORE INTEREST CHARGES                                   123
                                                              ------
INTEREST CHARGES
  Interest on long-term debt                                      41
  Interest on short-term debt and other                            4
                                                              ------
                                                                  45
                                                              ------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGES
  IN ACCOUNTING PRINCIPLES                                        78

Cumulative Effect of Changes in Accounting Principles              4
                                                              ------
NET INCOME                                                        82

PREFERRED STOCK DIVIDENDS                                          3
                                                              ------       
NET INCOME FOR COMMON STOCK                                  $    79
                                                              ======


  <PAGE> 26
                      SOUTHWESTERN ELECTRIC POWER COMPANY

                        STATEMENT OF RETAINED EARNINGS
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)





RETAINED EARNINGS AT December 31, 1992                       $   266
Add:  Net income (loss) for common stock                          79
                                                              ------
                                                                 345 
Deduct:  Common stock dividends                                   80
                                                              ------
RETAINED EARNINGS AT December 31, 1993                       $   265
                                                              ======

  <PAGE> 27
                         WEST TEXAS UTILITIES COMPANY

                                BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)

                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma

ASSETS                                                  No Pro Forma
                                                        Adjustments
ELECTRIC UTILITY PLANT
  Production                                 $   425                  $   425
  Transmission                                   190                      190
  Distribution                                   292                      292
  General                                         70                       70
  Construction work in progress                   14                       14
                                              ------                   ------
                                                 991                      991 
  Less - Accumulated depreciation                338                      338
                                              ------                   ------
                                                 653                      653
                                              ------                   ------
CURRENT ASSETS
  Cash                                             1                        1
  Accounts receivable                             24                       24
  Materials and supplies, at average costs        14                       14
  Fuel oil inventory, at average cost              9                        9
  Coal inventory, at LIFO cost                     6                        6
  Prepayments and other                            2                        2
                                              ------                   ------
                                                  56                       56
                                              ------                   ------
DEFERRED CHARGES AND OTHER ASSETS
  Deferred Oklaunion costs                        28                       28
  Other                                           17                       17
                                              ------                   ------
                                                  45                       45
                                              ------                   ------
                                             $   754                  $   754
                                              ======                   ======


  <PAGE> 28
                         WEST TEXAS UTILITIES COMPANY

                                BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)


                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma

CAPITALIZATION AND LIABILITIES                          No Pro Forma
                                                        Adjustments
CAPITALIZATION
  Common stock, $25 par value; authorized
   7,800,000 shares; issued and outstanding
   5,488,560 shares                          $   137                  $   137
  Paid-in capital                                  2                        2
  Retained earnings                              127                      127
                                              ------                   ------
    Total common stock equity                    266                      266


  Preferred stock
   Not subject to mandatory redemption             6                        6
   Subject to mandatory redemption                 -                        -
  Long-term debt                                 177                      177
                                              ------                   ------
    Total capitalization                         449                      449
                                              ------                   ------
CURRENT LIABILITIES
  Long-term debt /
    preferred stock due within twelve months      17                       17
  Advances from affiliates                        36                       36
  Accounts payable                                27                       27
  Accrued taxes                                   15                       15
  Accrued interest                                 4                        4
  Accrued restructuring charges                   15                       15
  Other                                            2                        2
                                              ------                   ------
                                                 116                      116
                                              ------                   ------
DEFERRED CREDITS     
  Income taxes                                   135                      135
  Investment tax related regulatory 
    liabilities - net                             10                       10
  Investment tax credits                          33                       33
  Other                                           11                       11
                                              ------                   ------ 
                                                 189                      189
                                              ------                   ------
                                             $   754                  $   754
                                              ======                   ======

  <PAGE> 29
                         WEST TEXAS UTILITIES COMPANY

                              STATEMENT OF INCOME
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)



ELECTRIC OPERATING REVENUE                                   $   346
                                                              ------

OPERATING EXPENSES AND TAXES
  Fuel                                                           135
  Purchased power                                                  8
  Other Operating                                                 61
  Restructuring charges                                           15
  Maintenance                                                     13
  Depreciation and amortization                                   30
  Taxes, other than Federal income                                23
  Federal income taxes                                            14
                                                              ------       
                                                                 299
                                                              ------
OPERATING INCOME                                                  47
                                                              ------
OTHER INCOME AND DEDUCTIONS                                        2
                                                              ------
                                                                   
INCOME BEFORE INTEREST CHARGES                                    49
                                                              ------
INTEREST CHARGES
  Interest on long-term debt                                      19
  Interest on short-term debt and other                            3
                                                              ------
                                                                  22
                                                              ------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGES
  IN ACCOUNTING PRINCIPLES                                        27

Cumulative Effect of Changes in Accounting Principles              3
                                                              ------
NET INCOME                                                        30

PREFERRED STOCK DIVIDENDS                                          1
                                                              ------       
NET INCOME FOR COMMON STOCK                                  $    29
                                                              ======

  <PAGE> 30
                         WEST TEXAS UTILITIES COMPANY

                        STATEMENT OF RETAINED EARNINGS
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)




 
RETAINED EARNINGS AT December 31, 1992                       $   128
Add:  Net income (loss) for common stock                          29
                                                              ------
                                                                 157 
Deduct:  Common stock dividends                                   30
                                                              ------
RETAINED EARNINGS AT December 31, 1993                       $   127
                                                              ======



  <PAGE> 31
                                 TRANSOK, INC.

                                BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)


                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma

ASSETS                                                  No Pro Forma
                                                        Adjustments
  Gas Plant                                   $   752                 $   752
  Less - Accumulated depreciation                 181                     181
                                               ------                  ------
                                                  571                     571
                                               ------                  ------
CURRENT ASSETS
  Cash and temporary cash investments              11                      11
  Accounts receivable                              28                      28
  Notes receivable                                  2                       2
  Materials and supplies, at average costs          7                       7
  Gas stored underground, at LIFO cost             21                      21
  Extracted products, at LIFO cost                  7                       7
  Taxes receivable                                  6                       6
  Prepayments and other                             9                       9
                                                -----                   -----
                                                   91                      91
                                                -----                   -----
DEFERRED CHARGES AND OTHER ASSETS                  30                      30
                                                -----                   -----
                                              $   692                  $  692
                                                =====                   =====


  <PAGE> 32
                                 TRANSOK, INC.

                                BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)


                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma


CAPITALIZATION AND LIABILITIES                          No Pro Forma
                                                        Adjustments
CAPITALIZATION
  Common stock, $100 par value, authorized
    95,000 shares, issued and outstanding,
    92,186 shares                             $     9                 $     9
  Paid-in capital                                 142                     142 
  Retained earnings                               104                     104
                                                -----                   -----
    Total common stock equity                     255                     255

  Notes payable                                   200                     200
                                                -----                   -----
    Total capitalization                          455                     455
                                                -----                   -----

CURRENT LIABILITIES
  Advances from affiliates                         21                      21
  Accounts payable                                112                     112
  Accrued interest                                  5                       5
  Other                                            14                      14
                                               ------                  ------
                                                  152                     152
                                               ------                  ------

Deferred income taxes                              85                      85
                                               ------                  ------ 
                                                   85                      85
                                               ------                  ------
                                              $   692                  $  692
                                               ======                  ====== 


  <PAGE> 33
                                 TRANSOK, INC.

                              STATEMENT OF INCOME
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)



OPERATING REVENUE                                            $   705
                                                              ------

OPERATING EXPENSES AND TAXES
  Gas purchased for resale                                       498
  Other Operating                                                139
  Maintenance                                                      6
  Depreciation and amortization                                   29
  Taxes, other than Federal income                                10
  Federal income taxes                                             3
                                                              ------
                                                                 685
                                                              ------
OPERATING INCOME                                             $    20
                                                              ------
OTHER INCOME AND DEDUCTIONS
  Other                                                            7
                                                              ------  
                                                                   
INCOME BEFORE INTEREST CHARGES                                    27
                                                              ------
INTEREST CHARGES
  Interest on long-term debt                                      14
  Interest on short-term debt and other                            1
                                                              ------
                                                                  15
                                                              ------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGES
  IN ACCOUNTING PRINCIPLES                                        12

Cumulative Effect of Changes in Accounting Principles              7
                                                              ------

NET INCOME FOR COMMON STOCK                                  $    19
                                                              ======


  <PAGE> 34
                                 TRANSOK, INC
                        STATEMENT OF RETAINED EARNINGS
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)





RETAINED EARNINGS AT December 31, 1992                       $    85
Add:  Net income (loss) for common stock                          19
                                                              ------
RETAINED EARNINGS AT December 31, 1993                       $   104
                                                              ======

  <PAGE> 35
                     CENTRAL AND SOUTH WEST SERVICES, INC.

                                BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)


                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma

ASSETS

  General plant                               $    97                 $    97
  Less - Accumulated depreciation                  13                      13
                                               ------                  ------
                                                   84                      84
                                               ------                  ------
CURRENT ASSETS
  Cash and temporary cash investments               -         60           60
  Accounts receivable                              17                      17
  Prepayments and other                             2                       2
                                                -----       ----        -----
                                                   19         60           79
                                                -----       ----        -----
DEFERRED CHARGES AND OTHER ASSETS                   8                       8
                                                -----       ----        -----
                                              $   111      $  60       $  171
                                                =====       ====        =====


  <PAGE> 36
                     CENTRAL AND SOUTH WEST SERVICES, INC.

                                BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)


                                                Per      Pro Forma      Pro
                                               Books    Adjustments    Forma


CAPITALIZATION AND LIABILITIES

CAPITALIZATION
  Long-term debt                              $     5                 $     5
                                                -----                   ----- 
    Total capitalization                            5                       5
                                                -----                   ----- 

 
CURRENT LIABILITIES
  Accounts payable                                 13                      13
  Accounts from affiliates                         85         60          145
  Accrued taxes                                     1                       1
                                               ------       ----       ------
                                                   99         60          159
                                               ------       ----       ------

DEFERRED CREDITS                                    7                       7
                                               ------                  ------ 
                                                    7                       7
                                               ------       ----       ------
                                              $   111      $  60       $  171
                                               ======       ====       ====== 


  <PAGE> 37
                     CENTRAL AND SOUTH WEST SERVICES, INC.

                              STATEMENT OF INCOME
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)



OPERATING REVENUE                                            $     -
                                                              ------

OPERATING EXPENSES AND TAXES
  Administrative & General                                        (5)
  Maintenance                                                      -
  Depreciation and amortization                                    4
  Taxes, other than Federal income taxes                           -
  Federal income taxes                                             1
                                                              ------
                                                                   -
                                                              ------
OPERATING INCOME                                             $     -
                                                              ------
OTHER INCOME AND DEDUCTIONS
  Other                                                            -
                                                              ------

INCOME BEFORE INTEREST CHARGES                                     -
                                                              ------
INTEREST CHARGES
  Interest on short-term debt and other                            -
                                                              ------
                                                                   -
                                                              ------
NET INCOME FOR COMMON STOCK                                  $     -
                                                              ======


  <PAGE> 38
                     CENTRAL AND SOUTH WEST SERVICES, INC
                        STATEMENT OF RETAINED EARNINGS
                 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
                                   UNAUDITED
                                  (Millions)




 
RETAINED EARNINGS AT December 31, 1992                       $     -
Add:  Net income (loss) for common stock                           -
                                                              ------
RETAINED EARNINGS AT December 31, 1993                       $     -
                                                              ======


  <PAGE> 39
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES



     There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to
December 31, 1993, other than in the ordinary course of business.





  <PAGE> 40
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES
                             CAPITALIZATION RATIOS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993

                         Common Stock    Preferred    Long-term            
                            Equity         Stock         Debt(*)   Total
                         ------------    ---------    ---------    -----

Central and South West
  Corporation and
  Subsidiary Companies
  (Consolidated) Per books   48.6%           5.8%       45.6%      100.0%

Central and South West
  Corporation and
  Subsidiary Companies
  (Consolidated) Pro forma   48.6%           5.8%       45.6%      100.0%

Central and South West
  Corporation Per books     100.0%            -           -        100.0%

Central and South West
  Corporation Pro forma     100.0%            -           -        100.0%

Central Power and Light
  Company Per books          46.6%           8.9%       44.5%      100.0%

Central Power and Light
  Company Pro forma          46.6%           8.9%       44.5%      100.0%

Public Service Company of
  Oklahoma Per books         50.8%           2.3%       46.9%      100.0%  

Public Service Company of
  Oklahoma Pro forma         No Pro Forma Adjustments    

Southwestern Electric
  Power Company Per books    49.7%           4.0%       46.3%      100.0%

Southwestern Electric
  Power Company Pro forma    No Pro Forma Adjustments

West Texas Utilities
  Company Per books          59.2%           1.3%       39.5%      100.0% 

West Texas Utilities
  Company Pro forma          No Pro Forma Adjustments

Transok, Inc. Per books      56.0%            -         44.0%      100.0%

Transok, Inc. Pro forma      No Pro Forma Adjustments

(*) Includes Transok's Medium-Term Notes Payable


  <PAGE> 41
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES
                             CAPITALIZATION RATIOS
                            PER BOOKS AND PRO FORMA
                            AS OF DECEMBER 31, 1993

                                  (CONTINUED)


                         Common Stock    Preferred    Long-term            
                            Equity         Stock         Debt      Total
                         ------------    ---------    ---------    -----

Central and South West
  Services Per books           -               -       100.0%      100.0%

Central and South West
  Services Pro forma           -               -       100.0%      100.0%    



  <PAGE> 42
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




     The notes to consolidated financial statements included in Central and
South West Corporation's 1992 Annual Report are hereby incorporated by
reference and made a part of this report.



                                                                    Page
                                                                 Reference

1992 Annual Report                                               38 - 52





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