CENTRAL & SOUTH WEST CORP
U-1/A, 1995-05-01
ELECTRIC SERVICES
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                                                         File No. 70-8517 


                         SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549

                                   AMENDMENT NO. 3

                                         TO

                                FORM U-1 DECLARATION

                                      UNDER THE

                     PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                       ______________________________________

                         CENTRAL AND SOUTH WEST CORPORATION
                                         and
                        CENTRAL AND SOUTH WEST SERVICES, INC.

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

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

                         CENTRAL AND SOUTH WEST CORPORATION

                   (Name of top registered holding company parent)



                        ____________________________________

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

                                   Joris M. Hogan
                           Milbank, Tweed, Hadley & McCloy
                              One Chase Manhattan Plaza
                              New York, New York  10005

                     (Names and addresses of agents for service)

                                   with copies to 
         Messrs. George J. Forsyth, Guilford W. Gaylord & Rodrigo J. Howard
                           Milbank, Tweed, Hadley & McCloy
                              One Chase Manhattan Plaza
                              New York, New York  10005

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<PAGE> 2

          Central and South West Corporation ("CSW"), a Delaware corporation
and a holding company registered under the Public Utility Holding Company
Act of 1935, as amended ("the Act"), and Central and South West Services,
Inc. ("CSWS"), a wholly owned subsidiary service company of CSW, hereby file
this Amendment No. 3 to the Form U-1 Declaration in File No. 70-8517 for the
purpose of amending Item 4 as follows.  In all other respects, the
Declaration as previously filed and heretofore amended will remain the same.

1.    Item 4 ("Regulatory Approval") is amended by adding the following
sentence to the end of the second paragraph thereof:

           "In order to assist the efforts of state regulatory authorities to
           monitor charges by CSWS to the Operating Companies, CSWS will
           permit state regulatory authorities to examine all books,
           accounts, memoranda, contracts and records of CSWS; provided,
           however, that CSWS will permit such examination if and only to the
           extent that any such charges would be included in retail rates of
           any of the Operating Companies and such examination is required
           for the effective discharge of the state regulatory authorities'
           responsibilities."



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                                  S I G N A T U R E
                                  - - - - - - - - -


          Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, as amended, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned thereunto duly
authorized.
          Dated:  April 28, 1995



                                      CENTRAL AND SOUTH WEST CORPORATION



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



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<PAGE> 4
                               CERTIFICATE OF SERVICE

          The undersigned hereby certifies that he has this 28th day of 
April, 1995 caused a copy of Amendment No. 3 to the Declaration of Central
and South West Corporation ("CSW") and Central and South West Services, Inc.
("CSWS") on Form U-1 to be mailed to each of the persons listed below by
first class mail, postage prepaid:

Jacqueline T. Miller
Assistant General Counsel
Office of General Counsel
Oklahoma Corporation Commission
400 Jim Thorpe Office Building
Oklahoma City, Oklahoma  73105

Robert W. Gee
Chairman
Public Utility Commission of Texas
7800 Shoal Creek Blvd.
Austin, Texas  78757

Patrick Wood, III
Commissioner
Public Utility Commission of Texas
7800 Shoal Creek Blvd.
Austin, Texas  78757

Sarah Goodfriend
Commissioner
Public Utility Commission of Texas
7800 Shoal Creek Blvd.
Austin, Texas  78757

Mary W. Cochran
General Counsel
Arkansas Public Service Commission
1000 Center Street
P. O. Box 400
Little Rock, Arkansas  72203-0400

Paul R. Hightower
Commission Counsel
Arkansas Public Service Commission
1000 Center Street
P. O. Box 400
Little Rock, Arkansas  72203-0400

<PAGE>
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Michael R. Fontham
Stone, Pigman, Walther, Wittmann & Hutchinson
546 Carondelet Street
New Orleans, Louisiana  70130

Noel J. Darce
Stone, Pigman, Walther, Wittmann & Hutchinson
546 Carondelet Street
New Orleans, Louisiana  70130

William H. Bruchette
Brickfield, Bruchette & Ritts, P.C.
1025 Thomas Jefferson St., N.W.
8th Floor, West Tower
Washington, D.C.  20007

A. Hewitt Rose
Brickfield, Bruchette & Ritts, P.C.
1025 Thomas Jefferson St., N.W.
8th Floor, West Tower
Washington, D.C.  20007



                                           /s/ JEFFREY B. HITT
                                         Jeffrey B. Hitt

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