CENTRAL & SOUTH WEST CORP
U-1/A, 1995-04-07
ELECTRIC SERVICES
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  <PAGE> 1
                                                         File No. 70-8339

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                            AMENDMENT NO. 8 TO

                     FORM U-1 APPLICATION-DECLARATION

                                 UNDER THE

                PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                  ______________________________________

                    CENTRAL AND SOUTH WEST CORPORATION

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

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

                   _____________________________________

                    CENTRAL AND SOUTH WEST CORPORATION

              (Name of top registered holding company parent)

                   ____________________________________

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

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


  <PAGE> 2
         Central and South  West Corporation ("CSW"), a Delaware
corporation and a holding company registered under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), hereby files this
Amendment No. 8 to the Form U-1 Application-Declaration in File No.
70-8339 for the purpose of amending the Application-Declaration in the
following respects.  Except as set forth herein and in the exhibits set
forth below, the Application-Declaration as previously filed and amended
will remain the same.
         The relevant portions of the Application-Declaration
(including, in particular, Item 6 and the related Index of Exhibits) are
hereby amended to include and file the following additional exhibits.
Item 6.  Exhibits and Financial Statements.

I.  Exhibits.
    D-1.18     Proposal for Interim Decision (1/3/95)

    D-1.19     Exceptions to Proposal for Interim Decision (1/17/95)

    D-1.20     Replies to Exceptions to Proposal for Interim Decision
               (1/30/95)

    D-1.21     Supplemental Proposal for Interim Decision (2/14/95)

    D-1.22     Exceptions to Supplemental Proposal for Interim Decision
               (2/17/95)

    D-1.23     Order No. 16: Interim Order, Severed Order and Order of
               Remand (3/3/95)

    D-2.6      New Mexico Public Utility Commission Second Procedural
               Order (10/27/94)

    D-2.7      El Paso Electric Company and Central and South West
               Services, Inc. Prehearing Brief and Supplemental
               Testimonies of Carpenter, Bruder and Cohn (11/18/94)

    D-2.8      Central and South West Services, Inc. Supplemental Direct
               Testimony of Carpenter, Bruder and Cohn (11/18/94)

    D-2.9      New Mexico Public Utility Commission Direct Testimony of
               Curl, O'Connor and Brenner (1/20/95)



  <PAGE> 3
I.  Exhibits (Cont'd).

    D-2.10     Southwestern Public Service Company Direct Testimony and
               Workpapers of Hudson and Slater (1/20/95)

    D-2.11     El Paso Electric Company and Central and South West
               Services, Inc. Missing Pages to Hudson's Testimony
               (1/23/95)

    D-2.12     El Paso Electric Company and Central and South West
               Services, Inc. Insert to Hudson's Testimony (1/26/95)

    D-2.13     El Paso Electric Company and Central and South West
               Services, Inc. Rebuttal Testimony (2/10/95)

    D-2.14     New Mexico Public Utility Commission Errata to the
               Pre-Filed Direct Testimony of Benjamin O'Connor (2/20/95)

    D-3.78     Federal Energy Regulatory Commission's Designation of
               Presiding Law Judge (8/1/94)

    D-3.79     Central and South West Services, Inc. and El Paso Electric 
               Company's Letter to the FERC Accepting New Comparability
               Standards for the Merger Proceedings (8/10/94)

    D-3.80     Federal Energy Regulatory Commission Order Scheduling
               Prehearing Conference (8/11/94)

    D-3.81     Federal Energy Regulatory Commission Order Establishing
               Procedural Schedule and Additional Procedures (8/19/94) 

    D-3.82     Federal Energy Regulatory Commission Erratum to Order
               Establishing Procedural Schedule and Additional Procedures
               (8/22/94)

    D-3.83     Federal Energy Regulatory Commission Order Adopting
               Restricted Service List (8/30/94)

    D-3.84     Public Utilities Board of the City of Brownsville, Texas
               Application for Rehearing (8/31/94)

    D-3.85     TDU Customers Request for Rehearing (8/31/94)

    D-3.86     New Mexico Public Utility Commission Response to Motion
               for Expedited Clarification (9/2/94)

    D-3.87     Southwestern Public Service Company's Answer of SPS to
               Motion for Expedited Clarification (9/9/94)

    D-3.88     TDU Customers Answer of TDU Customers to Applicants'
               Motion for Clarification (9/9/94)

    D-3.89     City of Las Cruces, New Mexico Answer to Motion for
               Expedited Clarification of EPE and CSW (9/9/94)


  <PAGE> 4
I.  Exhibits (Cont'd).

    D-3.90     Cajun Electric Power Cooperative, Inc. Response to Motion
               for Expedited Clarification (9/9/94)

    D-3.91     Public Utilities Board of the City of Brownsville, Texas
               Answer to Applicants' Motion for Expedited Clarification
               (9/9/94)

    D-3.92     Federal Energy Regulatory Commission Order Rescheduling
               Technical Conference Meeting (9/9/94)

    D-3.93     Federal Energy Regulatory Commission Order to Correct
               Restricted Service List (9/9/94)

    D-3.94     Cajun Electric Power Cooperative, Inc. Motion for the
               Establishment of Additional Procedures, for Extension of
               Procedural Schedule and Request for Shortening of Response
               Time (9/12/94)

    D-3.95     Federal Energy Regulatory Commission List of Attendees for
               the Technical Conference on September 19, 1994 (9/13/94)

    D-3.96     El Paso Electric Company and Central and South West
               Services, Inc. Answer to Motion for Expedited
               Clarification of PNM (9/15/94)

    D-3.97     Southwestern Public Service Company Motion to Reject EPE
               and CSW's Pro-Forma Tariffs (9/16/94)

    D-3.98     Southwestern Public Service Company Notice of Intent to
               Depose Stephen B. Jones (9/21/94)

    D-3.99     Cajun Electric Power Cooperative, Inc. Answer in Support
               of the Motion of SPS to Reject Pro-Forma Tariffs (9/22/94)

    D-3.100    Southwestern Public Service Company Motion to Strike and
               Request for Expedited Consideration of SPS (9/23/94)

    D-3.101    El Paso Electric Company and Central and South West
               Services, Inc. Petition for Reconsideration of El Paso
               Electric Company (9/23/94)

    D-3.102    City of Las Cruces, New Mexico Answer to Motion by Cajun
               for the Establishment of Additional Procedures, for
               Extension of the Procedural Schedule and Request for
               Shortening of Request Time (9/23/94)

    D-3.103    Southwestern Public Service Company Answer to Motion for
               the Establishment of Additional Procedures and for
               Extension of the Procedural Schedule (9/23/94)


  <PAGE> 5
I.  Exhibits (Cont'd).

    D-3.104    TDU Customers Answer to Motion of Cajun for Establishment
               of Additional Procedures, for Extension of the Procedural
               Schedule and Request for Shortening of Response Time
               (9/26/94)

    D-3.105    Federal Energy Regulatory Commission Chief Judge's Order
               Shortening Response Time (9/26/94)

    D-3.106    Louisiana and Arkansas Public Service Commission Response
               in Support of Cajun's Motion for the Establishment of
               Additional Procedures (9/26/94)

    D-3.107    El Paso Electric Company and Central and South West
               Services, Inc. Answer to Cajun's Motion for the
               Establishment of Additional Procedures, for Extension of
               Procedural Schedule and Request for Shortening of Response
               Time (9/27/94)

    D-3.108    El Paso Electric Company and Central and South West
               Services, Inc. Answer to Motion to Reject Pro-Forma
               Tariffs of SPS (9/29/94)

    D-3.109    Federal Energy Regulatory Commission Order Scheduling
               Prehearing Conference Concerning Discovery and Motion to
               Strike (9/29/94)

    D-3.110    Federal Energy Regulatory Commission Order Granting
               Rehearing for Purpose of Further Consideration (9/29/94)

    D-3.111    Oklahoma Corporation Commission Answer to Cajun's Motion
               for the Establishment of Additional Procedures, for
               Extension of Procedural Schedule and Request for
               Shortening of Leave Time (9/29/94)

    D-3.112    South Texas Electric Cooperative, Inc. and Medina Electric
               Cooperative, Inc. Motion for Leave to Intervene Out of
               Time (9/30/94)

    D-3.113    El Paso Electric Company and Central and South West
               Services, Inc. Answer to Motion to Strike (9/30/94) 

    D-3.114    TDU Customers Answer to Motion of SPS to Strike and for
               Expedited Consideration (9/30/94)

    D-3.115    City of Las Cruces, New Mexico Answer in Support of the
               Motion to Strike of SPS (9/30/94)

    D-3.116    TDU Customers Answer to Motion of SPS to Reject CSW's
               Pro-Forma Tariffs (9/30/94)

    D-3.117    Commission Trial Staff Answer to SPS's Motion to Strike
               and Request for Expedited Consideration (9/30/94)


  <PAGE> 6
I.  Exhibits (Cont'd).

    D-3.118    City of Las Cruces, New Mexico Answer in Support of Motion
               of SPS to Reject EPE and CSW's Pro-Forma Tariffs (10/3/94)

    D-3.119    Federal Energy Regulatory Commission Notice of Extension
               of Time (10/6/94)

    D-3.120    Cajun Electric Cooperative, Inc. Motion for Suspension of
               the Procedural Schedule and Convening of a Prehearing
               Conference (10/6/94)

    D-3.121    Federal Energy Regulatory Commission Order Scheduling
               Prehearing Conference (10/6/94)

    D-3.122    Federal Energy Regulatory Commission Order Granting Motion
               to Intervene, Striking Testimony and Concerning Discovery
               (10/6/94)

    D-3.123    TDU Customers Answer to Petition for Reconsideration of El
               Paso Electric Company (10/11/94)

    D-3.124    Southwestern Public Service Company Answer in Opposition
               to Petition for Reconsideration of EPE (10/11/94)

    D-3.125    El Paso Electric Company and Central and South West
               Services, Inc. Answer of EPE and CSW Opposing Suspension
               of Procedural Schedule (10/11/94)

    D-3.126    Federal Energy Regulatory Commission Order Amending
               Procedural Schedule and Concerning Discovery (10/13/94)

    D-3.127    El Paso Electric Company and Central and South West
               Services, Inc. Summaries of Prepared Direct Testimony
               (9/30/94)

    D-3.128    Arkansas Public Service Commission Answering Testimony and
               Exhibits of Berry and Jones (11/14/94)

    D-3.129    LPSC/OCC/PUCT Direct Testimony of Baron/Crosslin/Seybold
               (11/14/94)

    D-3.130    City of Brownsville, Texas Answering Testimony and
               Summaries of Rhorer, Maddox and Miller (11/15/94)

    D-3.131    Northeast Texas Electric Coop., Inc./Tex-La Electric
               Coop., Inc. Answering Testimony and Summary of Liebold
               (11/15/94)

    D-3.132    Cajun Electric Power Cooperative, Inc. Answering Testimony
               of Elmer (11/15/94)

    D-3.133    Texas Office of Public Counsel Answering Testimony,
               Exhibits, Workpapers and Summaries of Effron and Szerszen
               (11/15/94)

  <PAGE> 7
I.  Exhibits (Cont'd).

    D-3.134    TDU Customers Answering Testimony, Exhibits and Summary of
               Moore (11/15/94)

    D-3.135    Southwestern Public Service Company Answering Testimony,
               Exhibits, Workpapers and Summaries of Hudson, Slater and
               Olson (11/15/94)

    D-3.136    City of Las Cruces, New Mexico Answering Testimony,
               Exhibits and Summaries of Movish and Zaldo (11/15/94)

    D-3.137    Federal Energy Regulatory Commission Answering Testimony,
               Exhibits and Summaries of Wentworth, Tekumalla,
               Poffenberger, Dragg, Deters and Faust (11/15/94)

    D-3.138    APSC/LPSC/NTEC/PUCT/TDU Cross Testimony of
               Berry/Jones/Baron/Liebold/Seybold/Moore (12/2/94)

    D-3.139    Federal Energy Regulatory Commission Rebuttal Testimony of
               Joe L. Dragg (12/2/94)

    D-3.140    Public Service Company of New Mexico Motion to Supplement
               Answering Testimony (12/2/94)

    D-3.141    Public Service Company of New Mexico Supplemental
               Answering Testimony of Jack D. Maddox (12/2/94)

    D-3.142    TDU Customers Affidavits of Michael K. Moore (12/5/94)

    D-3.143    Arkansas Public Service Commission Workpapers of Jones and
               Berry (12/6/94)

    D-3.144    El Paso Electric Company and Central and South West
               Services, Inc. Rebuttal Testimony (12/2/94)

    D-5.42     El Paso Electric Company and Central and South West
               Services, Inc. Answer to Motion for Expedited
               Clarification of PNM (9/15/94)

    D-5.43     Southwestern Public Service Company Motion of SPS for
               Extension of Time to Submit Supplemental Pleadings
               (9/27/94)

    D-5.44     Federal Energy Regulatory Commission Notice Shortening
               Answer Period (9/28/94)

    D-5.45     Federal Energy Regulatory Commission Order Dismissing
               Request for Rehearing and Clarification without Prejudice,
               and Authorizing the Secretary to Reject Future Requests
               (9/30/94)

    D-5.46     El Paso Electric Company and Central and South West
               Services, Inc. Answer to Motion of SPS for Extension of
               Time to Submit Supplemental Pleadings (10/3/94)

  <PAGE> 8
I.  Exhibits (Cont'd).

    D-5.47     Federal Energy Regulatory Commission Notice Denying
               Extension of Time (10/6/94)

    D-5.48     Southwestern Public Service Company Supplemental Pleading
               of SPS (10/11/94)

    D-5.49     El Paso Electric Company and Central and South West
               Services, Inc. Motion for Leave to File Supplemental
               Pleading One Day Out-Of-Time; Report of EPE and CSW
               Analyzing SPS' Reliability Studies of Their Request for
               Transmission Services (10/12/94)

    D-5.50     TDU Customers Answer of TDU Customers to Supplemental
               Pleadings of CSW and SPS (10/26/94)

    D-7.13     El Paso Electric Company and Central and South West
               Services, Inc. Letter to NRC Providing a Summary of the
               FERC Orders Related to CSW/EPE's Section 203 Merger Case
               and Section 211 Case (8/12/94)

    D-7.14     Central and South West Services, Inc. Letter to NRC to
               Provide Copy of CSW's September 12, 1994 Letter to EPEC
               (9/21/94)

    D-15       Order of Bankruptcy Court dated October 11, 1994 (Granting
               El Paso Electric Company Application for Special
               Litigation Counsel)

    H-17       CSW Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1994 (previously filed with the Commission and
               hereby incorporated by reference)

    H-18       CSW Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1994 (previously filed with the Commission
               and hereby incorporated by reference)

    H-19       EPE Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1994 (previously filed with the Commission and
               hereby incorporated by reference)

    H-20       EPE Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1994 (previously filed with the Commission
               and hereby incorporated by reference)

    H-21       CSW Annual Report on Form 10-K for the year ended December
               31, 1994 (previously filed with the Commission and hereby
               incorporated by reference)

    H-22       CSW Annual Report to Shareholders for the year ended
               December 31, 1994 (previously furnished to the Commission
               and hereby incorporated by reference)


  <PAGE> 9
                             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 6, 1995



                                      CENTRAL AND SOUTH WEST CORPORATION


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




  <PAGE> 10
                      Milbank, Tweed, Hadley & McCloy
                          1 Chase Manhattan Plaza
                           New York, N.Y.  10005
                              (212) 530-5000


                                         April 6, 1995


Mr. Robert P. Wason
Chief Financial Analyst
Office of Public Utility Regulation, 
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Central and South West Corporation,
          File No. 70-8339                  


Dear Mr. Wason:

          This letter is submitted on behalf of Central and South West
Corporation ("CSW") to advise you and the members of the Securities and
Exchange Commission ("Commission") and its staff ("Staff") of a number of
developments relating to CSW's proposed acquisition of El Paso Electric
Company ("El Paso") and to provide the Commission and Staff with an
update of certain matters described in CSW's Form U-1 Application-
Declaration in File No. 70-8339, as amended (the "Application-
Declaration").  Contemporaneously with the submission of this letter, CSW
is filing an Amendment No. 8 to the Application-Declaration and a related
Form SE for the purpose of filing a number of exhibits from other
regulatory proceedings relating to the proposed acquisition.

          CSW in October 1994 submitted an amendment -- Amendment No. 7 
- -- to the Application-Declaration, together with a response to certain
comments, requests for hearing and petitions for leave to intervene. 
Since that time, a number of developments have occurred which CSW
believes should be brought to the attention of the Commission and Staff. 

     *    Texas:  A proposal for decision was issued on January 3, 1995
          by the hearing examiners appointed by the Public Utility
          Commission of Texas ("PUCT") to hear the applications filed by
          CSW and El Paso relating to the proposed transactions.[1]  In
          that proposed decision, the hearing examiners found that the 

____________________________
[1]  Prior to commencement of the hearings before the PUCT, CSW and El
     Paso offered the direct testimony of 58 witnesses.  After the Staff
     of the PUCT, the Office of the Public Utility Counsel and the
     intervenors filed their respective testimony and exhibits, CSW and
     El Paso submitted their rebuttal case through the prepared testimony
     of 51 witnesses.  At the hearings before the PUCT, which covered
     over 11,600 transcript pages, CSW and El Paso offered 172 exhibits
     into evidence.

  <PAGE> 11
          proposed acquisition of El Paso by CSW would result in
          substantial cost savings ranging from $309 million to $379.4
          million over the first ten years of the proposed acquisition. 
          In addition, the hearing examiners recommended, conditionally,
          that the acquisition be found to be in the public interest,
          subject to the resolution of certain matters relating to the
          potential loss of load by El Paso in New Mexico and
          municipalization efforts by the City of Las Cruces, and the
          resolution of certain problems with the steam generators at the
          Palo Verde Nuclear Generating Station.

          On March 3, 1995, the PUCT issued an interim order with respect
          to the proposed acquisition.  The interim order found the
          proposed acquisition to be in the public interest, subject to
          the successful resolution of certain matters relating to the
          Palo Verde Nuclear Generating Station and the potential loss of
          load in New Mexico, and provides for a $24.9 million base rate
          increase for El Paso.  The interim order adopted most of the
          hearing examiner's recommendations.  The most significant
          revision to such recommendations was an increase in the allowed
          return on equity from 11.5% to 12%.  

          In connection with the issuance of the interim order, the PUCT
          Chairman indicated that his vote on several significant issues
          would be subject to reconsideration based on motions for
          reconsideration that might be filed by the parties.  The
          interim decision allowed for motions for reconsideration to be
          filed on these issues.  Motions for reconsideration of the
          PUCT's interim order were filed on March 23, 1995, and replies
          to such motions were filed on April 3, 1995.  The issues
          designated by the PUCT for reconsideration included: 
          conditioning approval of the proposed acquisition on resolution
          of the Las Cruces and Palo Verde issues; the rate treatment of
          the tax effects of lease rejection damages; recovery of any
          acquisition adjustment; and deferred costs associated with the
          regulatory lag period prior to the rate treatment of Palo Verde
          Unit 3.  Copies of the hearing examiners' January 3, 1995
          proposal for decision and the PUCT's March 3, 1995 interim
          order are submitted as Exhibits D-1.18 and D-1.23 to the
          Application-Declaration, respectively.[2]


____________________________
[2]  Additional information regarding the Palo Verde and Las Cruces
     situations, and CSW's position with respect thereto, is set forth in
     CSW's Annual Report on Form 10-K for the fiscal year ended December
     31, 1994 (Exhibit H-21 to the Application-Declaration), CSW's
     Quarterly Report on Form 10-Q for the quarter ended September 30,
     1994 (Exhibit H-18 to the Application-Declaration), and CSW-El Paso
     Exceptions to the Proposal For Interim Decision (Exhibit D-1.19 to
     the Application-Declaration).  The aforementioned exhibits were
     filed by CSW today under cover of Form SE along with Amendment No. 8
     to the Application-Declaration.


  <PAGE> 12
     *    New Mexico:  CSW and El Paso offered direct testimony of 12
          witnesses.  On November 15, 1994, supplemental testimony of
          three additional witnesses was filed at the direction of the
          hearing examiner of the New Mexico Public Utility Commission
          ("NMPUC").  Following discovery, on January 20, 1995, the NMPUC
          Staff and one other intervenor submitted testimony and exhibits
          of five witnesses.  The testimony of the NMPUC Staff
          recommended approval of the proposed acquisition.  On February
          10, 1995, CSW and El Paso submitted their rebuttal case through
          the prepared testimony and exhibits of three witnesses. 
          Hearings on the proposed acquisition were held by the NMPUC
          beginning on February 27, 1995 and were completed on March 2,
          1995.  During the hearing, 14 witnesses were cross-examined and
          56 exhibits were admitted into evidence.  Initial briefs were
          filed on March 24, 1995.  Reply briefs are due on April 7,
          1995.  The NMPUC's procedural schedule allows for the issuance
          of an order by the first week of June 1995.
     
          A second application was filed with the NMPUC on April 5, 1995
          to obtain authorization for the issuance of securities by
          Reorganized EPE in connection with the proposed acquisition.

     *    FERC:  On November 15, 1994, following discovery, the trial
          staff of the Federal Energy Regulatory Commission ("FERC") and
          intervenors submitted their respective answering cases through
          the prepared testimony and exhibits of 24 witnesses.  On
          December 2, 1994, the FERC trial staff and intervenors filed
          cross-answering cases through the testimony and exhibits of
          eight witnesses.  On December 12, 1994, CSW and El Paso
          submitted their rebuttal case through the prepared testimony
          and exhibits of 11 witnesses.  
     
          Hearings before a FERC administrative law judge commenced on
          January 3, 1995 and ended on January 25, 1995 and cover over
          3,000 transcript pages.  During the hearing, 28 witnesses were
          cross-examined and 206 exhibits were admitted into evidence. 
          Stipulations and agreements between various parties reduced the
          number of intervenors actively participating in the hearing
          from 13 on the first day of the hearing to eight at the end of
          the hearing. 
     
          In its post-trial brief, the FERC trial staff concluded that
          the proposed acquisition would produce more than $250 million
          of net quantifiable savings in financial and operating costs in
          the first ten years of post-acquisition operations in addition
          to the substantial benefit of removing El Paso from bankruptcy. 
          The FERC trial staff recommended that the proposed acquisition
          be approved subject only to the condition that CSW and El Paso
          make available to other utilities the use of the CSW and El
          Paso transmission systems on a basis that is comparable to
          their own uses.



  <PAGE> 13
          The FERC administrative law judge is expected to issue an
          initial decision this month.

     *    Hart-Scott:  CSW expects to file the notification and report
          required by the Hart-Scott-Rodino Antitrust Improvements Act of
          1976, as amended, with the Antitrust Division of the U.S.
          Department of Justice and the Federal Trade Commission in the
          near future. 
     
          As the foregoing summary indicates, a number of open matters
have been resolved since October 1994.  At the same time, a number of
open matters remain, including the need to obtain approval of the
Commission and other regulatory bodies, and for such approvals to become
"Final Orders" (as defined in the Merger Agreement) on or before the 
June 8, 1995 "Termination Date" set by the Merger Agreement.[3]

























____________________________
[3]  Additional open matters include resolution of the Palo Verde
     situation and the potential loss of load by El Paso, particularly in
     the City of Las Cruces, New Mexico; however, these open matters do
     not require the Commission to postpone its consideration of the
     Application-Declaration or to delay the issuance of an appropriate
     order thereon.


  <PAGE> 14
     In view of the progress made to date, and the need for expeditious
action by the Commission, CSW respectfully requests that the Commission
take timely action to ensure that the Application-Declaration is
considered promptly and expeditiously, and that an appropriate order with
respect thereto is entered as soon as possible.

                                         Yours very truly,

                                           /s/ Joris M. Hogan
                                         Joris M. Hogan


cc:  Ferd. C. Meyer, Jr.
     Eduardo A. Rodriguez
     Stephen Fogel
     Douglas E. Michael
     Kevin J. Burke
     Laurence T. Sorkin
     Gary W. Wolf
     Gerald J. Diller
     Clinton A. Vince
     J. Cathy Fogel
     William L. Lutz
     Noel J. Darce
     Mary W. Cochran
     Paul R. Hightower
     Norma K. Scogin
     Liz Bills
     Steven Baron
     James C. Martin
     M.D. Sampels
     Floyd L. Norton, IV
     R.D. Keeney




  <PAGE> 1

                               INDEX OF EXHIBITS

     The number in parentheses after each exhibit description refers to the
number of the amendment to this Application-Declaration with which that
exhibit was filed (exhibit descriptions followed by "(0)" were filed with the
original Form U-1 Application-Declaration).

     In accordance with Rule 202 of Regulation S-T, exhibits denoted by an
asterisk (*) are being filed in paper pursuant to a continuing hardship
exemption.


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

A-1          Second Restated Certificate of Incorporation       By Reference
             of CSW (incorporated by reference to CSW's 
             Annual Report on Form 10-K for the year ended 
             December 31, 1992 (Exhibit H-1 hereto)) (0)

A-2          By-Laws of CSW (incorporated by reference to       By Reference
             CSW's Annual Report on Form 10-K for the year 
             ended December 31, 1992 (Exhibit H-1 hereto))
             (0)

A-3          Articles of Incorporation of EPE (0)                   ---

A-4          By-Laws of EPE (0)                                     ---

A-5          Form of Articles of Incorporation of CSW               ---
             Sub (to be filed by amendment)

A-6          Form of By-Laws of CSW Sub (to be filed by             ---
             amendment)

A-7          Form of Amended and Restated Articles of               ---
             Incorporation of Reorganized EPE (including 
             Statement of Resolution Establishing Series 
             of Shares) (0)

A-8          Form of By-Laws of Reorganized EPE (0)                 ---

A-9          Form of Articles of Merger (0)                         ---

A-10         Form of CSW Common Stock Certificate (0)               ---

A-11         Form of CSW Sub Common Stock Certificate               ---
             (to be filed by amendment)

A-12         Form of Reorganized EPE Preferred Stock                ---
             Certificate (to be filed by amendment)

A-13         Form of Reorganized EPE First Mortgage Bond            ---
             Indenture, including forms of bonds (1)



  <PAGE> 2
A-14         Form of Reorganized EPE Second Mortgage                ---
             Bond Indenture, including forms of bonds (1)

A-15         Form of Reorganized EPE Senior Debt                    ---
             Securities Indenture, including forms of 
             notes (1)

A-16         Form of Reorganized EPE Term Loan Agreement            ---
             for Class 3A Secured Floating Rate Notes 
             (including form of note) (0)

A-17         Form of Reorganized EPE Term Loan Agreement            ---
             for Class 5A Secured Floating Rate Notes 
             (including forms of note) (0)

A-18         Form of Reorganized EPE Term Loan Agreement            ---
             for Class 6A Secured Floating Rate Notes 
             (including form of note) (0)

A-19         Form of Reorganized EPE Term Loan Agreement            ---
             for Class 13 Senior Floating Rate Notes 
             (including form of note) (0)

A-20         Forms of Reorganized EPE Letter of Credit              ---
             and Reimbursement Agreements (1)

A-21         Summary of Variances from Statement of Policy          ---
             Regarding First Mortgage Bonds Subject to the 
             Public Utility Holding Company Act of 1935 (0)

A-22         Summary of Variances from Statement of Policy          ---
             Regarding Preferred Stock Subject to the 
             Public Utility Holding Company Act of 1935 (0)

B-1          CSW-EPE Merger Agreement (0)                           ---

B-2          EPE Modified Third Amended Plan of                     ---
             Reorganization (0)

B-3          Disclosure Statement to EPE Modified Third             ---
             Amended Plan of Reorganization (without 
             exhibits) (0)

B-4          CSW System Operating Agreement (0)                     ---

B-5          Form of CSW System-EPE Operating                       ---
             Agreement (0)

B-6          CSW System Service Agreement (0)                       ---

B-7          CSWS-EPE Service Agreement (to be filed by             ---
             amendment)


  <PAGE> 3
B-8          OP Settlement Agreements (0)                           ---

B-9          APS Settlement Agreement (0)                           ---

B-9.1        Supplement to APS Settlement Agreement (1)             ---

D-1          Application to the PUCT (2)                            ---

D-1.1        Presiding Officer's Order No. 1: Suspension            ---
             Order and Notice of Consolidated Prehearing 
             Conference (1/12/94) (4)

D-1.2        Order No. 2: Rescheduling Prehearing                   ---
             Conference (1/14/94) (4)

D-1.3        Order No. 3: Granting Motion to Extend                 ---
             (1/31/94) (4)

D-1.4        Order No. 4: Prehearing Order, Notice of               ---
             Hearing on the Merits, Consolidation of 
             Dockets (2/02/94) (4)

D-1.5        Order No. 5: Order Denying Motion to                   ---
             Reconsider (2/04/94) (4)

D-1.6        Order No. 6: Suspending Deadline for Filing            ---
             Motion for Material Deficiencies (2/07/94) (4) 

D-1.7        Order No. 7: Extending Time for Filing                 ---
             Motion to Compel; Revenue Requirement 
             Phase (2/07/94) (4)

D-1.8        Errata Filing, Docket Nos. 12700 & 12701               ---
             (2/15/94) (4)

D-1.9        Order No. 8: Protective Order (2/16/94) (4)            ---

D-1.10       Order No. 9: Scheduling Prehearing                     ---
             Conference (2/17/94) (4)

D-1.11       Order No. 10: Regarding Regional Hearing               ---
             (2/18/94) (4)

D-1.12       Order No. 11: Rescheduling Time of                     ---
             Prehearing and Adding Topic to be 
             Discussed (2/23/94) (4)

D-1.13       Order No. 12: Ruling on OPC's Motion to                ---
             Compel EPEC and CSW to Respond to OPC's 
             Third Request for Information (3/01/94) (4)



  <PAGE> 4
D-1.14       Order No. 13: Memorializing Prehearing                 ---
             Order (3/07/94) (4)

D-1.15       Order No. 14: Notice of Regional Hearing,              ---
             and Procedure for Consolidating Appeals 
             from City Ratemaking Ordinances 
             (3/14/94) (4)

D-1.16       Order No. 15: Ordering the Companies to File           ---
             and Index (3/23/94) (4)

D-1.17       Summary of Merger Benefits (7)                         ---

D-1.18       Proposal for Interim Decision (1/3/95)                 P*

D-1.19       Exceptions to Proposal for Interim Decision            P*
             (1/17/95)

D-1.20       Replies to Exceptions to Proposal for Interim          P*
             Decision (1/30/95)

D-1.21       Supplemental Proposal for Interim Decision             P*
             (2/14/95)

D-1.22       Exceptions to Supplemental Proposal for                P*
             Interim Decision (2/17/95)

D-1.23       Order No. 16: Interim Order, Severed Order             P*
             and Order of Remand (3/3/95)
                                                                     
D-2          Application to the NMPUC (to be filed by               ---
             amendment)

D-2.1        New Mexico Public Utility Commission                   ---
             Procedural Order (4/05/94) (5)

D-2.2        New Mexico Public Utility Commission Order             ---
             Amending Procedural Schedule (7/13/94) (6)

D-2.3        New Mexico Public Utility Commission Order             ---
             Requiring Pre-Hearing Briefs and Supple-
             mental Testimony (7/28/94) (6)

D-2.4        New Mexico Public Utility Commission Order             ---
             Amending Procedural Schedule (8/08/94) (6)

D-2.5        New Mexico Public Utility Commission Order             ---
             Amending Procedural Schedule (9/01/94) (6)



  <PAGE> 5
D-2.6        New Mexico Public Utility Commission Second            P*
             Procedural Order (10/27/94)

D-2.7        El Paso Electric Company and Central and               P*
             South West Services, Inc. Prehearing Brief 
             and Supplemental Testimonies of Carpenter, 
             Bruder and Cohn (11/18/94)

D-2.8        Central and South West Services, Inc.                  P*
             Supplemental Direct Testimony of Carpenter, 
             Bruder and Cohn (11/18/94)

D-2.9        New Mexico Public Utility Commission Direct            P*
             Testimony of Curl, O'Connor and Brenner 
             (1/20/95)

D-2.10       Southwestern Public Service Company Direct             P*
             Testimony and Workpapers of Hudson and Slater
             (1/20/95)

D-2.11       El Paso Electric Company and Central and South         P*
             West Services, Inc. Missing Pages to Hudson's 
             Testimony (1/23/95)

D-2.12       El Paso Electric Company and Central and South         P*
             West Services, Inc. Insert to Hudson's Testimony 
             (1/26/95)

D-2.13       El Paso Electric Company and Central and South         P*
             West Services, Inc. Rebuttal Testimony (2/10/95)

D-2.14       New Mexico Public Utility Commission Errata to         P*
             the Pre-Filed Direct Testimony of Benjamin 
             O'Connor (2/20/95)

D-3          Section 203 Application to the FERC (2)                ---

D-3.1        Federal Energy Regulatory Commission Notice            ---
             of Filing (1/13/94) (4)

D-3.2        El Paso Electric Company and Central and               ---
             South West Services, Inc. Supplemental 
             Filing to Exhibit G and Workpapers for 
             George R. Hall (1/13/94) (4)

D-3.3        Texas Office of Public Utility Counsel,                ---
             Public Utility Commission of Texas, 
             Attorney General of the State of New 
             Mexico, Louisiana Public Service Commission, 
             and City of Las Cruces Motion for an 
             Extension of Time to File Protests and 
             Interventions and Request for Expedited 
             Action on this Motion (1/18/94) (4)

  <PAGE> 6
D-3.4        Southwestern Public Service Company Motion             ---
             for an Extension of Time (1/18/94) (4)

D-3.5        Arkansas Public Service Commission Response            ---
             in Support of Motion for an Extension of 
             Time to File Protests and Interventions 
             (1/19/94) (4)

D-3.6        Arkansas Public Service Commission Notice              ---
             of Intervention (1/19/94) (4)

D-3.7        Federal Energy Regulatory Commission Notice            ---
             of Filing (1/21/94) (4)

D-3.8        El Paso Electric Company and Central and               ---
             South West Services, Inc. Answer to Motions 
             for Extension of Time (1/21/94) (4)

D-3.9        Louisiana Public Service Commission Notice             ---
             of Intervention (1/27/94) (4)

D-3.10       Federal Energy Regulatory Commission Notice            ---
             of Extension of Time (1/28/94) (4)

D-3.11       New Mexico Industrial Energy Consumers                 ---
             Motion for Leave to Intervene 
             (2/01/94) (4)

D-3.12       El Paso Electric Company and Central and               ---
             South West Services, Inc. Filing to Provide 
             Workpapers for Applicants' Witnesses:  
             Samuel C. Hadaway, David A. Harrell, and 
             James A. Bruggeman (2/03/94) (4)

D-3.13       New Mexico Public Utility Commission Notice            ---
             of Intervention (2/08/94) (4)

D-3.14       City of El Paso, Texas Notice of                       ---
             Intervention and Motion to Intervene 
             (2/15/94) (4)

D-3.15       Texas-New Mexico Power Company Motion to               ---
             Intervene (2/17/94) (4)

D-3.16       Salt River Project Agricultural Improvement            ---
             and Power District Motion to Intervene 
             (2/22/94) (4)

D-3.17       Arizona Public Service Company Motion to               ---
             Intervene (2/22/94) (4)



  <PAGE> 7
D-3.18       Southern California Public Power Authority             ---
             Motion for Leave to Intervene (2/22/94) (4)

D-3.19       Dona Ana County, New Mexico Motion to                  ---
             Intervene (2/23/94) (4)

D-3.20       Louisiana Public Service Commission Protest,           ---
             Request for Hearing, Motion for Consolidation 
             (2/24/94) (4)

D-3.21       Texas Utilities Electric Company Motion to             ---
             Intervene (2/24/94) (4)

D-3.22       Public Utility Commission of Texas Notice of           ---
             Intervention, Protest, Motion for 
             Consolidation, and Request for Hearing 
             (2/24/94) (4)

D-3.23       Arkansas Public Service Commission Protest             ---
             and Request for Hearing (2/24/94) (4)

D-3.24       New Mexico Attorney General Motion to                  ---
             Intervene and Protest (2/24/94) (4)

D-3.25       Tucson Electric Power Company Motion to                ---
             Intervene (2/24/94) (4)

D-3.26       Southern California Edison Company Motion              ---
             for Leave to Intervene (2/24/94) (4)

D-3.27       Texas Office of Public Utility Counsel                 ---
             Motion to Intervene, Motion for 
             Consolidation, Protest, and Request for 
             Hearing (2/25/94) (4)

D-3.28       Houston Lighting & Power Company Motion to             ---
             Intervene (2/25/94) (4)

D-3.29       Imperial Irrigation District Motion to                 ---
             Intervene (2/25/94) (4)

D-3.30       Entergy Service, Inc. Motion to Intervene              ---
             (2/25/94) (4)

D-3.31       Cajun Electric Power Cooperative, Inc.                 ---
             Motion to Intervene, Protest, and Request 
             for Hearing (2/25/94) (4)



  <PAGE> 8
D-3.32       TDU Customers Joint and Several Motion to              ---
             Intervene and Request that the Commission 
             Initiate Hearing Procedures of Certain 
             Transmission Dependent Customers on the 
             Central and South West Corporation and 
             Southwestern Public Service Company Systems
             (2/25/94) (4)

D-3.33       Northeast Texas Electric Cooperative, Inc.             ---
             Motion to Intervene (2/25/94) (4)

D-3.34       Tex-La Electric Cooperative of Texas, Inc.             ---
             Motion to Intervene (2/25/94) (4)

D-3.35       Oklahoma Corporation Commission Notice of              ---
             Intervention (2/25/94) (4)

D-3.36       Plains Electric Generation and Transmission            ---
             Cooperative, Inc. Motion to Intervene, 
             Protest and Request for Hearing (2/25/94) (4)

D-3.37       Public Service Company of New Mexico                   ---
             Protest, Motion for Leave to Intervene, 
             Request for Hearing, and Motion to 
             Consolidate FERC Docket No. TX94-2-000 with 
             this Proceeding (2/25/94) (4)

D-3.38       Southwestern Public Service Company Motion             ---
             to Intervene, Protest, Motion to Consolidate,
             and Request for Hearing (2/25/94) (4)

D-3.39       City of Las Cruces, New Mexico Motion to               ---
             Intervene and Protest (2/25/94) (4)

D-3.40       Public Service Company of New Mexico Motion            ---
             for Leave to File One Day Out of Time 
             (2/28/94) (4)

D-3.41       El Paso Electric Company and Central and               ---
             South West Services, Inc. Response to Notice 
             of Intervention of the New Mexico Public 
             Utility Commission (3/01/94) (4)

D-3.42       Southwestern Public Service Company Answer             ---
             to Applicants' Motion for an Extension of 
             Time to Answer (3/02/94) (4)

D-3.43       Arkansas Public Service Commission Response            ---
             in Opposition to Motion for Extension of Time 
             to Answer, Motion to Intervene (3/03/94) (4)



  <PAGE> 9
D-3.44       Public Utilities Board, City of Brownsville,           ---
             Texas Motion to Intervene, Protest, and 
             Answer (3/04/94) (4)

D-3.45       American Forest and Paper Association Motion           ---
             to Intervene and Protest and Motion to 
             Consolidate (3/07/94) (4)

D-3.46       Federal Energy Regulatory Commission Notice            ---
             of Extension of Time (3/08/94) (4)

D-3.47       El Paso Electric Company and Central and               ---
             South West Services, Inc. Supplemental 
             Filing to Exhibit G (3/21/94) (4)

D-3.48       El Paso Electric Company and Central and               ---
             South West Services, Inc. Answer to Motions 
             to Intervene (3/21/94) (4)

D-3.49       New Mexico Public Utility Commission Reply             ---
             to Applicants' Response (3/30/94) (5)

D-3.50       American Forest and Paper Association                  ---
             Reply to the Improper Answer of Applicants 
             (4/01/94) (5)

D-3.51       Public Utility Commission of Texas Response            ---
             to Answer of Applicants Motions to Intervene 
             (4/04/94) (5)

D-3.52       City of Las Cruces Motion to Reply and                 ---
             Answer to Applicants' Answer to 
             Interventions (4/05/94) (5)

D-3.53       Public Service Company of New Mexico Motion            ---
             for Leave to File Response and Response to 
             Applicants' Answer (4/05/94) (5)

D-3.54       Southwestern Public Service Company Answer             ---
             in Opposition to Applicants' Request for 
             Leave to Respond to Protests (4/05/94) (5)

D-3.55       El Paso Electric Company and Central and               ---
             South West Services, Inc. Response to Answers 
             by Certain Intervenors to Applicants' Answer 
             filed March 21, 1994 (4/19/94) (5)

D-3.56       Federal Energy Regulatory Commission Answer            ---
             to El Paso Electric Company's Application of 
             March 22, 1994 (4/20/94) (5)



  <PAGE> 10
D-3.57       Southwestern Public Service Company Answer             ---
             to Applicants' Response to Answers filed 
             April 19, 1994 (5/02/94) (5)

D-3.58       Central and South West Services, Inc. and              ---
             El Paso Electric Company Letter to the 
             Federal Energy Regulatory Commission to 
             Update David Harrell's Benefits Analysis 
             (5/17/94) (6)

D-3.59       Southwestern Public Service Company Motion             ---
             for Leave to Amend Protest to Address 
             Application of the Commission's New Policy 
             Regarding Comparability of Service (5/26/94) (6)

D-3.60       El Paso Electric Company and Central and               ---
             South West Services, Inc. Answer to SPS' 
             Motion to Amend Protest to Address  
             Application of the Commission's New Policy 
             Regarding Comparability of Service (6/10/94) (6)

D-3.61       City of Las Cruces, New Mexico Answer to               ---
             Motion of SPS to Address Application of the 
             Commission's Newly Announced Policy 
             Regarding Comparability of Service (6/10/94) (6)

D-3.62       Plains Electric Generation and Transmission            ---
             Cooperative, Inc. Answer to SPS' Motion to 
             Amend SPS' Protest to Address Transmission 
             Comparability Issues (6/10/94) (6)

D-3.63       City of Las Cruces, New Mexico Motion to               ---
             Lodge Decision of U.S. Court of Appeals for 
             the District of Columbia Circuit for EPE to 
             File an Open Access Tariff (6/20/94) (6)

D-3.64       Central and South West Services, Inc. and El           ---
             Paso Electric Company Letter to the Federal 
             Energy Regulatory CommissionResponding to 
             Filing Made by Plains Cooperative and City
             OF Las Cruces Which Supported a Previous 
             Pleading by SPS to Amend SPS' Protest (6/28/94) (6)

D-3.65       Central and South West Services, Inc. and              ---
             El Paso Electric Company Answer to the City 
             of Las Cruces' Motion to Lodge for EPE to
             File an Open Access Tariff (7/25/94) (6)

D-3.66       Southwestern Public Service Company Motion             ---
             for Leave to Supplement Record (7/08/94) (6)



  <PAGE> 11
D-3.67       Central and South West Services, Inc. and              ---
             El Paso Electric Company Response to SPS' 
             Motion For Leave to Supplement Record 
             (7/15/94) (6)

D-3.68       Federal Energy Regulatory Commission Signed            ---
             Final FERC Order On Merger Application and 
             Rate Filing (8/01/94) (6)

D-3.69       Central and South West Services, Inc. and              ---
             El Paso Electric Company Motion for 
             Expedited Clarification of FERC's August 1, 
             1994 Order on Merger Application and Rate 
             Filing (8/25/94) (6)

D-3.70       Federal Energy Regulatory Commission                   ---
             Approved Order for Central and South West 
             Services, Inc. and El Paso Electric 
             Company (8/25/94) (6)

D-3.71       American Forest and Paper Association Request          ---
             for Rehearing to the FERC (8/30/94) (6)

D-3.72       Public Service Company of New Mexico Motion            ---
             for Clarification and Request for Rehearing 
             to the FERC (8/31/94) (6)

D-3.73       Arkansas Public Service Commisson Petition             ---
             for Rehearing to the FERC (8/31/94) (6)

D-3.74       Southwestern Public Service Company Request            ---
             for Rehearing (8/31/94) (6)

D-3.75       Central and South West Services, Inc. and              ---
             El Paso Electric Company Request for 
             Rehearing (8/31/94) (6)

D-3.76       Central and South West Services, Inc. and              ---
             El Paso Electric Company Filing to the 
             FERC of Transmission Tariffs to Offer 
             "Comparable Service" (8/31/94) (6)

D-3.77       Central and South West Services, Inc. and              ---
             El Paso Electric Company Filing of Prepared
             Direct Testimony and Exhibits of Neil W.
             Felber (8/31/94) (7)

D-3.78       Federal Energy Regulatory Commission's                 P*
             Designation of Presiding Law Judge (8/1/94)



  <PAGE> 12
D-3.79       Central and South West Services, Inc.                  P*
             and El Paso Electric Company's Letter 
             to the FERC Accepting New Comparability 
             Standards for the Merger Proceedings (8/10/94)

D-3.80       Federal Energy Regulatory Commission                   P*
             Order Scheduling Prehearing Conference 
             (8/11/94)

D-3.81       Federal Energy Regulatory Commission                   P*
             Order Establishing Procedural Schedule 
             and Additional Procedures (8/19/94)

D-3.82       Federal Energy Regulatory Commission                   P*
             Erratum to Order Establishing Procedural 
             Schedule and Additional Procedures 
             (8/22/94)

D-3.83       Federal Energy Regulatory Commission                   P*
             Order Adopting Restricted Service List 
             (8/30/94)

D-3.84       Public Utilities Board of the City                     P*
             of Brownsville, Texas Application for
             Rehearing (8/31/94)

D-3.85       TDU Customers Request for Rehearing                    P*
             (8/31/94)

D-3.86       New Mexico Public Utility Commission                   P*
             Response to Motion for Expedited 
             Clarification (9/2/94)

D-3.87       Southwestern Public Service Company's                  P*
             Answer to Motion for Expedited 
             Clarification (9/9/94)

D-3.88       TDU Customers Answer of TDU Customers                  P*
             to Applicants' Motion for Clarification 
             (9/9/94)

D-3.89       City of Las Cruces, New Mexico Answer                  P*
             to Motion for Expedited Clarification 
             of EPE and CSW (9/9/94)

D-3.90       Cajun Electric Power Cooperative, Inc.                 P*
             Response to Motion for Expedited 
             Clarification (9/9/94)

D-3.91       Public Utilities Board of the City of                  P*
             Brownsville, Texas Answer to Applicants' 
             Motion for Expedited Clarification (9/9/94)


  <PAGE> 13
D-3.92       Federal Energy Regulatory Commission Order             P*
             Rescheduling Technical Conference Meeting 
             (9/9/94)

D-3.93       Federal Energy Regulatory Commission Order             P*
             to Correct Restricted Service List (9/9/94)

D-3.94       Cajun Electric Power Cooperative, Inc.                 P*
             Motion for the Establishment of Additional 
             Procedures, for Extension of Procedural 
             Schedule and Request for Shortening of 
             Response Time (9/12/94)

D-3.95       Federal Energy Regulatory Commission List              P*
             of Attendees for the Technical Conference 
             on September 19, 1994 (9/13/94)

D-3.96       El Paso Electric Company and Central and               P*
             South West Services, Inc. Answer to Motion 
             for Expedited Clarification of PNM (9/15/94)

D-3.97       Southwestern Public Service Company Motion             P*
             to Reject EPE and CSW's Pro-Forma Tariffs 
             (9/16/94)

D-3.98       Southwestern Public Service Company                    P*
             Notice of Intent to Depose Stephen B. 
             Jones (9/21/94)

D-3.99       Cajun Electric Power Cooperative, Inc.                 P*
             Answer in Support of the Motion of SPS 
             to Reject Pro-Forma Tariffs (9/22/94)

D-3.100      Southwestern Public Service Company Motion             P*
             to Strike and Request for Expedited 
             Consideration of SPS (9/23/94)

D-3.101      El Paso Electric Company and Central and               P*
             South West Services, Inc. Petition for 
             Reconsideration of El Paso Electric 
             Company (9/23/94)

D-3.102      City of Las Cruces, New Mexico Answer to               P*
             Motion by Cajun for the Establishment of 
             Additional Procedures, for Extension of 
             the Procedural Schedule and Request for 
             Shortening of Request Time (9/23/94)

D-3.103      Southwestern Public Service Company Answer             P*
             to Motion for the Establishment of 
             Additional Procedures and for Extension 
             of the Procedural Schedule (9/23/94)


  <PAGE> 14
D-3.104      TDU Customers Answer to Motion of Cajun for            P*
             Establishment of Additional Procedures, for 
             Extension of the Procedural Schedule and 
             Request for Shortening of Response Time 
             (9/26/94)

D-3.105      Federal Energy Regulatory Commission Chief             P*
             Judge's Order Shortening Response Time 
             (9/26/94)

D-3.106      Louisiana and Arkansas Public Service                  P*
             Commission Response in Support of Cajun's 
             Motion for the Establishment of Additional 
             Procedures (9/26/94)

D-3.107      El Paso Electric Company and Central and               P*
             South West Services, Inc. Answer to Cajun's 
             Motion for the Establishment of Additional 
             Procedures, for Extension of Procedural 
             Schedule and Request for Shortening of 
             Response Time (9/27/94)

D-3.108      El Paso Electric Company and Central and               P*
             South West Services, Inc. Answer to Motion 
             to Reject Pro-Forma Tariffs of SPS (9/29/94)

D-3.109      Federal Energy Regulatory Commission Order             P*
             Scheduling Prehearing Conference Concerning 
             Discovery and Motion to Strike (9/29/94)

D-3.110      Federal Energy Regulatory Commission Order             P*
             Granting Rehearing for Purpose of Further 
             Consideration (9/29/94)

D-3.111      Oklahoma Corporation Commission Answer to              P*
             Cajun's Motion for the Establishment of 
             Additional Procedures, for Extension of 
             Procedural Schedule and Request for 
             Shortening of Leave Time (9/29/94)

D-3.112      South Texas Electric Cooperative, Inc. and             P*
             Medina Electric Cooperative, Inc. Motion for 
             Leave to Intervene Out of Time (9/30/94)

D-3.113      El Paso Electric Company and Central and               P*
             South West Services, Inc. Answer to Motion 
             to Strike (9/30/94)

D-3.114      TDU Customers Answer to Motion of SPS to               P*
             Strike and for Expedited Consideration 
             (9/30/94)



  <PAGE> 15
D-3.115      City of Las Cruces, New Mexico Answer in               P*
             Support of the Motion to Strike of SPS 
             (9/30/94)

D-3.116      TDU Customers Answer to Motion of SPS to               P*
             Reject CSW's Pro-Forma Tariffs (9/30/94)

D-3.117      Commission Trial Staff Answer to SPS's                 P*
             Motion to Strike and Request for Expedited 
             Consideration (9/30/94)

D-3.118      City of Las Cruces, New Mexico Answer                  P*
             in Support of Motion of SPS to Reject 
             EPE and CSW's Pro-Forma Tariffs (10/3/94)

D-3.119      Federal Energy Regulatory Commission                   P*
             Notice of Extension of Time (10/6/94)

D-3.120      Cajun Electric Cooperative, Inc. Motion                P*
             for Suspension of the Procedural Schedule 
             and Convening of a Prehearing Conference 
             (10/6/94)

D-3.121      Federal Energy Regulatory Commission Order             P*
             Scheduling Prehearing Conference (10/6/94)

D-3.122      Federal Energy Regulatory Commission Order             P*
             Granting Motion to Intervene, Striking 
             Testimony and Concerning Discovery 
             (10/6/94)

D-3.123      TDU Customers Answer to Petition for                   P*
             Reconsideration of El Paso Electric 
             Company (10/11/94)

D-3.124      Southwestern Public Service Company                    P*
             Answer in Opposition to Petition for 
             Reconsideration of EPE (10/11/94)

D-3.125      El Paso Electric Company and Central and               P*
             South West Services, Inc. Answer of EPE 
             and CSW Opposing Suspension of Procedural 
             Schedule (10/11/94)

D-3.126      Federal Energy Regulatory Commission                   P*
             Order Amending Procedural Schedule 
             and Concerning Discovery (10/13/94)

D-3.127      El Paso Electric Company and Central and               P*
             South West Services, Inc. Summaries of 
             Prepared Direct Testimony (9/30/94)



  <PAGE> 16
D-3.128      Arkansas Public Service Commission                     P*
             Answering Testimony and Exhibits of 
             Berry and Jones (11/14/94)

D-3.129      LPSC/OCC/PUCT Direct Testimony of Baron/               P*
             Crosslin/Seybold (11/14/94)

D-3.130      City of Brownsville, Texas Answering                   P*
             Testimony and Summaries of Rhorer, Maddox 
             and Miller (11/15/94)

D-3.131      Northeast Texas Electric Coop., Inc./Tex-La            P*
             Electric Coop., Inc. Answering Testimony 
             and Summary of Liebold (11/15/94)

D-3.132      Cajun Electric Power Cooperative, Inc.                 P*
             Answering Testimony of Elmer (11/15/94)

D-3.133      Texas Office of Public Counsel Answering               P*
             Testimony, Exhibits, Workpapers and 
             Summaries of Effron and Szerszen (11/15/94)

D-3.134      TDU Customers Answering Testimony,                     P*
             Exhibits and Summary of Moore (11/15/94)

D-3.135      Southwestern Public Service Company                    P*
             Answering Testimony, Exhibits, 
             Workpapers and Summaries of Hudson, 
             Slater and Olson (11/15/94)

D-3.136      City of Las Cruces, New Mexico Answering               P*
             Testimony, Exhibits and Summaries of Movish 
             and Zaldo (11/15/94)

D-3.137      Federal Energy Regulatory Commission                   P*
             Answering Testimony, Exhibits and 
             Summaries of Wentworth, Tekumalla, 
             Poffenberger, Dragg, Deters and 
             Faust (11/15/94)

D-3.138      APSC/LPSC/NTEC/PUCT/TDU Cross Testimony of             P*
             Berry/Jones/Baron/Liebold/Seybold/Moore 
             (12/2/94)

D-3.139      Federal Energy Regulatory Commission                   P*
             Rebuttal Testimony of Joe L. Dragg (12/2/94)

D-3.140      Public Service Company of New Mexico                   P*
             Motion to Supplement Answering 
             Testimony (12/2/94)



  <PAGE> 17
D-3.141      Public Service Company of New Mexico                   P*
             Supplemental Answering Testimony of 
             Jack D. Maddox (12/2/94)

D-3.142      TDU Customers Affidavits of Michael                    P*
             K. Moore (12/5/94)

D-3.143      Arkansas Public Service Commission                     P*
             Workpapers of Jones and Berry (12/6/94)

D-3.144      El Paso Electric Company and Central and               P*
             South West Services, Inc. Rebuttal 
             Testimony (12/2/94)

D-4          Section 205 Application to the FERC (2)                ---

D-4.1        Federal Energy Regulatory Commission Notice            ---
             of Filing (1/13/94) (4)

D-4.2        Texas Office of Public Utility Counsel,                ---
             Public Utility Commission of Texas, Attorney 
             General of the State of New Mexico, 
             Louisiana Public Service Commission, and 
             City of Las Cruces Motion for an Extension 
             of Time to File Protests and Interventions 
             and Request for Expedited Action on this 
             Motion (1/18/94) (4)

D-4.3        Arkansas Public Service Commission Notice              ---
             of Intervention (1/19/94) (4)

D-4.4        Arkansas Public Service Commission Response            ---
             in Support of Motion for an Extension of Time 
             to File Protests and Interventions 
             (1/19/94) (4)

D-4.5        El Paso Electric Company and Central and               ---
             South West Services, Inc. Answer to Motions 
             for Extension of Time (1/21/94) (4)

D-4.6        Louisiana Public Service Commission Notice             ---
             of Intervention (1/27/94) (4)

D-4.7        Federal Energy Regulatory Commission Notice            ---
             of Extension of Time (1/28/94) (4)

D-4.8        New Mexico Public Utility Commission Notice            ---
             of Intervention (2/08/94) (4)

D-4.9        Texas Utilities Electric Company Motion to             ---
             Intervene (2/08/94) (4)



  <PAGE> 18
D-4.10       Arizona Public Service Company Motion to               ---
             Intervene (2/22/94) (4)

D-4.11       Salt River Project Agricultural Improvement            ---
             and Power District Motion to Intervene 
             (2/22/94) (4)

D-4.12       Louisiana Public Service Commission Protest,           ---
             Request for Hearing, and Motion for 
             Consolidation (2/24/94) (4)

D-4.13       Public Utility Commission of Texas Notice of           ---
             Intervention, Protest, Motion for 
             Consolidation, and Request for Hearing 
             (2/24/94) (4)

D-4.14       Arkansas Public Service Company Protest and            ---
             Request for Hearing (2/24/94) (4)

D-4.15       Cajun Electric Power Cooperative, Inc.                 ---
             Motion to Intervene, Protest and Request for 
             Hearing (2/25/94) (4)

D-4.16       Houston Lighting and Power Company Motion to           ---
             Intervene (2/25/94) (4)

D-4.17       Texas Office of Public Utility Counsel                 ---
             Motion to Intervene, Motion for 
             Consolidation, Protest and Request for 
             Hearing (2/25/94) (4)

D-4.18       Southwestern Public Service Company                    ---
             Motion to Intervene and Motion to 
             Consolidate (2/25/94) (4)

D-4.19       Public Utilities Board of the City of                  ---
             Brownsville, Texas Motion to Intervene 
             (2/25/94) (4)

D-4.20       Public Service Company of New Mexico Motion            ---
             for Leave to Intervene (2/25/94) (4)

D-4.21       Northeast Texas Electric Cooperative, Inc.             ---
             Motion to Intervene (2/25/94) (4)

D-4.22       TDU Customers Joint and Several Motion to              ---
             Intervene, Protest and Request that the 
             Commission Initiate Hearing Procedures of 
             Certain Transmission Dependent Customers on 
             the Central and South West Corporation and 
             Southwestern Public Service Company Systems 
             (2/25/94) (4)


  <PAGE> 19
D-4.23       Oklahoma Corporation Commission Notice of              ---
             Intervention (2/25/94) (4)

D-4.24       Public Service Company of New Mexico Motion            ---
             for Leave to File One Day Out of Time 
             (2/28/94) (4)

D-4.25       El Paso Electric Company and Central and               ---
             South West Services, Inc. Motion for 
             Extension of Time to Answer Motions to 
             Intervene and Motion for Expedited 
             Procedures (3/01/94) (4)

D-4.26       Central and South West Services, Inc.                  ---
             Response to Notice of Intervention of 
             the New Mexico Public Utility Commission 
             (3/01/94) (4)

D-4.27       Southwestern Public Service Company                    ---
             Answer to Applicants' Motion for an 
             Extension of Time to Answer (3/02/94) (4)

D-4.28       Arkansas Public Service Commission                     ---
             Response in Opposition to Motion for 
             Extension of Time to Answer Motion to 
             Intervene (3/03/94) (4)

D-4.29       Federal Energy Regulatory Commission                   ---
             Notice of Extension of Time (3/08/94) (4)

D-4.30       El Paso Electric Company and Central and               ---
             South West Services, Inc. Answer to 
             Motions to Intervene (3/21/94) (4)

D-4.31       New Mexico Public Utility Commission Reply             ---
             to Applicants' Response (3/30/94) (5)

D-4.32       Public Utility Commission of Texas Response            ---
             to Answer of Applicants' to Motion to  
             Intervene (4/04/94) (5)

D-4.33       Public Service Company of New Mexico Motion            ---
             for Leave to File Response and Response to 
             Applicants' Answer (4/05/94) (5)

D-4.34       Southwestern Public Service Company Answer             ---
             in Opposition to Applicants' Request for 
             Leave to Respond to Protests (4/05/94) (5)

D-4.35       El Paso Electric Company and Central and               ---
             South West Services, Inc. Response to Answers 
             by Certain Intervenors to Applicants' Answer 
             Filed March 21, 1994 (4/19/94) (5)

  <PAGE> 20
D-4.36       Southwestern Public Service Company Answer             ---
             to Applicants' Response to Answer filed 
             April 19, 1994 (5/02/94) (5)

D-4.37       Southwestern Public Service Company Motion             ---
             for Leave to Amend Protest to Address 
             Application of the Commission's New Policy 
             Regarding Comparability of Service (5/26/94) (6)

D-4.38       El Paso Electric Company and Central and               ---
             South West Services, Inc. Answer to SPS' 
             Motion to Amend Protest to Address 
             Application of the Commission's New Policy 
             Regarding Comparability of Services (6/10/94) (6)

D-4.39       Plains Electric Generation and Transmission            ---
             Cooperative, Inc. Answer to SPS' Motion to 
             Amend SPS' Protest to Address Transmission 
             Service Comparability Issues (6/10/94) (6)

D-4.40       Southwestern Public Service Company Motion             ---
             for Leave to Supplement Record (7/08/94) (6)

D-4.41       Central and South West Services, Inc. and              ---
             El Paso Electric Company Answer to the City 
             of Las Cruces' Motion to Lodge for EPE to 
             File an Open Access Tariff (7/25/94) (6)

D-4.42       Central and South West Services, Inc. and              ---
             El Paso Electric Company Response to SPS' 
             Motion for Leave to Supplement Record 
             (7/15/94) (6)

D-4.43       Federal Energy Regulatory Commission Signed            ---
             Final FERC Order On Merger Application and 
             Rate Filing (8/01/94) (6)

D-4.44       Central and South West Services, Inc. and              ---
             El Paso Electric Company Motion for 
             Expedited Clarification of FERC's August 1, 
             1994 Order on Merger Application and Rate 
             Filing (8/25/94) (6)

D-4.45       Federal Energy Regulatory Commission                   ---
             Approved Order for Central and South 
             West Services, Inc. and El Paso Electric 
             Company (8/25/94) (6)

D-4.46       American Forest and Paper Association                  ---
             Request for Rehearing to the FERC (8/30/94) (6)



  <PAGE> 21
D-4.47       Public Service Company of New Mexico Motion            ---
             for Clarification and Request for Rehearing 
             to the FERC (8/31/94) (6)

D-4.48       Arkansas Public Service Commission Petition            ---
             for Rehearing to the FERC (8/31/94) (6)

D-4.49       Southwestern Public Service Company Request            ---
             for Rehearing (8/31/94) (6)

D-4.50       Central and South West Services, Inc. and              ---
             El Paso Electric Company Request for 
             Rehearing (8/31/94) (6)

D-4.51       Central and South West Services, Inc. and              ---
             El Paso Electric Company Filing to the 
             FERC of Transmission Tariffs to Offer 
             "Comparable Service" Per the FERC's 
             Order (8/31/94) (6)

D-5          Section 211 Application to the FERC (2)                ---

D-5.1        Federal Energy Regulatory Commission Notice            ---
             of Filing (11/10/93) (4)

D-5.2        Southwestern Public Service Company Motion             ---
             for an Extension of Time and Request for 
             Expedited Action on Motion (11/17/93) (4)

D-5.3        El Paso Electric Company and Central and               ---
             South West Services, Inc. Answer to Motion 
             of Southwestern Public Service Company for 
             an Extension of Time (11/18/93) (4)

D-5.4        Federal Energy Regulatory Commission Notice            ---
             of Extension of Time (11/22/93) (4)

D-5.5        Louisiana Public Service Commission Notice             ---
             of Intervention (11/23/93) (4)

D-5.6        New Mexico Public Utility Commission Motion            ---
             to Intervene (11/30/93) (4)

D-5.7        Western Farmers Electric Cooperative Motion            ---
             for Leave to Intervene (12/15/93) (4)

D-5.8        City of El Paso, Texas Motion to Intervene             ---
             (12/16/93) (4)

D-5.9        Public Service Company of New Mexico Motion            ---
             to Intervene (12/17/93) (4)



  <PAGE> 22
D-5.10       Southwestern Public Service Company's Full             ---
             Requirements Wholesale Customers Motion to 
             Intervene and Protest (12/20/93) (4)

D-5.11       Dona Ana County, New Mexico Motion to                  ---
             Intervene (12/20/93) (4)

D-5.12       Texas Office of Public Utility Counsel                 ---
             Motion to Intervene, Protest, and Motion 
             to Deny Summary Disposition (12/22/93) (4)

D-5.13       The New Mexico Attorney General Motion to              ---
             Intervene and Protest (12/22/93) (4)

D-5.14       New Mexico Industrial Energy Consumers                 ---
             Motion to Intervene (12/22/93) (4)

D-5.15       Public Utility Commission of Texas Notice of           ---
             Intervention (12/22/93) (4)

D-5.16       Arkansas Public Service Commission Notice of           ---
             Intervention (12/22/93) (4)

D-5.17       Houston Lighting & Power Company Motion to             ---
             Intervene (12/22/93) (4)

D-5.18       City of Las Cruces, New Mexico Motion to               ---
             Intervene and Protest (12/22/93) (4)

D-5.19       TDU Customers Joint and Several Motion to              ---
             Intervene and Request that the Commission 
             Initiate Hearing Procedures of Certain 
             Transmission Dependent Customers on the 
             Central and South West Corporation and 
             Southwestern Public Service Company Systems 
             (12/22/93) (4)

D-5.20       Westplains Energy Division of Utilicorp                ---
             United Inc. Motion to Intervene 
             (12/22/93) (4)

D-5.21       PSI Energy, Inc. Motion to Intervene                   ---
             (12/22/93) (4)

D-5.22       Texas Utilities Electric Company Motion to             ---
             Intervene (12/22/93) (4)

D-5.23       Southwestern Public Service Company Protest,           ---
             Motion to Dismiss, Motion to Intervene, and 
             Answer (12/22/93) (4)

D-5.24       Duke Power Company Motion to Intervene                 ---
             (12/22/93) (4)

  <PAGE> 23
D-5.25       Department of Defense Late Filed Motion to             ---
             Intervene and Protest (1/05/94) (4)

D-5.26       New Mexico Public Utility Commission                   ---
             Statement in Support of Public Evidentiary 
             Hearing (1/12/94) (4)

D-5.27       El Paso Electric Company and Central and               ---
             South West Services, Inc. Response to 
             Protest, Motion to Dismiss, Motion to 
             Intervene, and Answer of Southwestern 
             Public Service Company (1/13/94) (4)

D-5.28       Southwestern Public Service Company Leave to           ---
             File and Reply to Applicants' Response 
             (1/26/94) (4)

D-5.29       Public Service Company of New Mexico Motion            ---
             for Leave to Reply to El Paso Electric 
             Company's and Central and South West Services, 
             Inc.'s Response Opposing PNM's Motion to 
             Intervene (1/27/94) (4)

D-5.30       Texas Utilities Electric Company Leave to              ---
             File a Reply to El Paso Electric Company's and
             Central and South West Services, Inc.'s 
             Response (1/28/94) (4)

D-5.31       El Paso Electric Company and Central and               ---
             South West Services, Inc. Answer to Motion 
             of Southwestern Public Service Company for 
             Leave to File and Reply to Applicants' 
             Response (2/03/94) (4)

D-5.32       El Paso Electric Company and Central and               ---
             South West Services, Inc. Answer to Motions 
             of Public Service Company of New Mexico 
             and Texas Utilities Electric Company to 
             Reply to Applicants' Response (2/10/94) (4)

D-5.33       The New Mexico Attorney General Letter                 ---
             requesting that its Motion to Intervene 
             be considered timely filed despite being 
             one day late due to delivery problems 
             (2/28/94) (4)

D-5.34       Texas Utilities Electric Company Motion for            ---
             Leave to File and Reply to Applicants' Answer 
             to Texas Utilities Electric Company's Reply 
             to Applicants' Responses to Motion to 
             Intervene (3/04/94) (4)



  <PAGE> 24
D-5.35       American Forest and Paper Association                  ---
             Motion to Intervene and Protest and 
             Motion to Consolidate (3/04/94) (4)

D-5.36       El Paso Electric Company and Central and               ---
             South West Services, Inc. Letter indicat-
             ing no opposition to the New Mexico 
             Attorney General's letter of February 28, 
             1994 requesting previously submitted Motion 
             to Intervene to be timely filed despite 
             being filed one day late due to delivery 
             problem (3/07/94) (4)

D-5.37       El Paso Electric Company and Central and               ---
             South West Services, Inc. Answer to Motion 
             of Texas Utilities Electric Company for 
             Leave to File and Reply to Applicants' 
             Answer to Texas Utilities Electric Company's 
             Reply to Applicants' Response to Motion to 
             Intervene (3/21/94) (4)

D-5.38       American Forest and Paper Association                  ---
             Reply to the Improper Answer of Applicants 
             (4/01/94) (5)

D-5.39       Federal Energy Regulatory Commission                   ---
             Signed Final FERC Order on Transmission 
             Services and Establishing Further 
             Practices (8/01/94) (6)

D-5.40       Oklahoma Municipal Power Authority Notice              ---
             of Withdrawal from Proceedings (8/01/94) (6)

D-5.41       Public Service Company of New Mexico                   ---
             Motion for Clarification and Request 
             for Rehearing (8/31/94) (6)

D-5.42       El Paso Electric Company and Central and               P*
             South West Services, Inc. Answer to Motion 
             for Expedited Clarification of PNM (9/15/94)

D-5.43       Southwestern Public Service Company Motion             P*
             of SPS for Extension of Time to Submit 
             Supplemental Pleadings (9/27/94)

D-5.44       Federal Energy Regulatory Commission                   P*
             Notice Shortening Answer Period (9/28/94)

D-5.45       Federal Energy Regulatory Commission Order             P*
             Dismissing Request for Rehearing and 
             Clarification without Prejudice, and 
             Authorizing the Secretary to Reject Future 
             Requests (9/30/94)

  <PAGE> 25
D-5.46       El Paso Electric Company and Central and               P*
             South West Services, Inc. Answer to Motion 
             of SPS for Extension of Time to Submit 
             Supplemental Pleadings (10/3/94)

D-5.47       Federal Energy Regulatory Commission Notice            P*
             Denying Extension of Time (10/6/94)

D-5.48       Southwestern Public Service Company                    P*
             Supplemental Pleading of SPS (10/11/94)

D-5.49       El Paso Electric Company and Central and               P*
             South West Services, Inc. Motion for Leave 
             to File Supplemental Pleading One Day Out
             -Of-Time; Report of EPE and CSW Analyzing 
             SPS' Reliability Studies of Their Request 
             for Transmission Services (10/12/94)

D-5.50       TDU Customers Answer of TDU Customers to               P*
             Supplemental Pleadings of CSW and SPS 
             (10/26/94)

D-6          Testimony of George R. Hall to the FERC                ---
             (contained in exhibit D-3) (2)

D-7          Application to the NRC (2)                             ---

D-7.1        Nuclear Regulatory Commission Notice in                ---
             Federal Register (3/02/94) (5)

D-7.2        Plains Electric G & T Cooperative Petition             ---
             Filed to Address Anti-Competitive Issues 
             and Request a Hearing (4/01/94) (5)

D-7.3        Arizona Public Service Company Letter to               ---
             Provide Supplemental Information for EPE's 
             NRC Filing (4/08/94) (5)

D-7.4        Public Utility Commission of Texas Petition            ---
             to Intervene (4/12/94) (5)

D-7.5        Southwestern Public Service Company                    ---
             Petition for Leave to Intervene and 
             Comments (4/13/94) (5)

D-7.6        City of Las Cruces Comments Regarding                  ---
             Antitrust Concerns (4/13/94) (5)

D-7.7        Nuclear Regulatory Commission Notice in                ---
             Federal Register (4/14/94) (5)



  <PAGE> 26
D-7.8        Nuclear Regulatory Commission Order for                ---
             Plains Electric Generation and Transmission 
             Cooperative, Inc.'s Petition of April 1,
             1994 (4/14/94) (5)

D-7.9        El Paso Electric Company and Central and               ---
             South West Services, Inc. Letter to NRC 
             (5/17/94) (5)

D-7.10       El Paso Electric Company and Central and               ---
             South West Services, Inc. Letter to NRC 
             Addressing Issues Raised in the Comments 
             and Interventions by SPS, Las Cruces, and 
             Plains Cooperative (5/17/94) (6)

D-7.11       Plains Electric Generation and Transmission            ---
             Cooperative, Inc. Letter to NRC in Regarding 
             CSW/EPE's May 17, 1994 Letter to the NRC 
             (6/03/94) (6)

D-7.12       City of Las Cruces Letter to NRC Staff                 ---
             Commenting on Claiming Errors or 
             Mischaracterizations of CSW/EPE's May 17, 
             1994 Letter to the NRC (6/16/94) (6)

D-7.13       El Paso Electric Company and Central and               P*
             South West Services, Inc. Letter to NRC 
             Providing a Summary of the FERC Orders 
             Related to CSW/EPE's Section 203 Merger 
             Case and Section 211 Case (8/12/94)

D-7.14       Central and South West Services, Inc.                  P*
             Letter to NRC to Provide Copy of CSW's 
             September 12, 1994 Letter to EPEC (9/21/94)

D-8          Notice of Succession of Ownership to the               ---
             Department of Energy (to be filed by 
             amendment)

D-9          Notification and Report Form to U.S.                   ---
             Department of Justice and Federal Trade 
             Commission (to be filed by amendment)

D-10         Exhibit E to the Disclosure Statement                  ---
             (Rate Path) (0)

D-11         Order of Bankruptcy Court dated August 27,             ---
             1993 (Disclosure Statement Approval Order) 
             (0)

D-12         Order of Bankruptcy Court dated                        ---
             September 15, 1993 (0)


  <PAGE> 27
D-13         Order of Bankruptcy Court dated December 8,            ---
             1993 (Confirmation Order) (0)

D-14         Findings of Fact (0)                                   ---

D-14.1       Amended Findings of Fact (1)                           ---

D-15         Order of Bankruptcy Court dated October 11,            P*
             1994 (Granting El Paso Electric Company 
             Application for Special Litigation Counsel)

E-1          Map showing service territories of CSW and             ---
             EPE (7)

E-2          Map showing interconnections of CSW and                ---
             EPE (7)

F-1          Preliminary Opinion of Counsel (to be filed            ---
             by amendment)

F-2          Final or "past tense" opinion of Counsel (to           ---
             be filed by amendment)

G-1          Proposed Notice of Proceeding (0)                      ---

H-1          CSW Annual Report on Form 10-K for the year        By Reference
             ended December 31, 1992 (previously filed 
             with the Commission and hereby incorporated 
             by reference) (0)

H-2          EPE Annual Report on Form 10-K for the year        By Reference
             ended December 31, 1992 (previously filed 
             with the Commission and hereby incorporated 
             by reference) (0) 

H-3          CSW Annual Report to Shareholders for the          By Reference
             year ended December 31, 1992 (previously 
             filed with the Commission and hereby 
             incorporated by reference) (0)

H-4          EPE Annual Report to Shareholders for the          By Reference
             year ended December 31, 1992 (previously 
             filed with the Commission and hereby 
             incorporated by reference) (0)

H-5          CSW Quarterly Report on Form 10-Q for the          By Reference
             quarter ended March 31, 1993 (previously 
             filed with the Commission and hereby 
             incorporated by reference) (0)



  <PAGE> 28
H-6          CSW Quarterly Report on Form 10-Q for the          By Reference
             quarter ended June 30, 1993 (previously 
             filed with the Commission and hereby 
             incorporated by reference) (0)

H-7          CSW Quarterly Report on Form 10-Q for the          By Reference
             quarter ended September 30, 1993 (previously 
             filed with the Commission and hereby 
             incorporated by reference) (0)

H-8          EPE Quarterly Report on Form 10-Q for the          By Reference
             quarter ended March 31, 1993 (previously 
             filed with the Commission and hereby 
             incorporated by reference) (0)

H-9          EPE Quarterly Report on Form 10-Q for the          By Reference
             quarter ended June 30, 1993 (previously filed 
             with the Commission and hereby incorporated 
             by reference) (0)

H-10         EPE Quarterly Report on Form 10-Q for the          By Reference
             quarter ended September 30, 1993 (previously 
             filed with the Commission and hereby incorpo-
             rated by reference) (0)

H-11         CSW Annual Report on Form 10-K for the             By Reference
             year ended December 31, 1993 (previously
             filed with the Commission and hereby
             incorporated by reference) (7)

H-12         EPE Annual Report on Form 10-K for the             By Reference
             year ended December 31, 1993 (previously 
             filed with the Commission and hereby 
             incorporated by reference) (7)

H-13         CSW Annual Report to Shareholders for              By Reference
             the year ended December 31, 1993
             (previously filed with the Commission 
             and hereby incorporated by reference) (7)

H-14         EPE Annual Report to Shareholders for              By Reference
             the year ended December 31, 1993
             (previously filed with the Commission 
             and hereby incorporated by reference) (7)

H-15         CSW Quarterly Report on Form 10-Q for              By Reference
             the quarter ended March 31, 1994
             (previously filed with the Commission
             and hereby incorporated by reference) (7)



  <PAGE> 29
H-16         EPE Quarterly Report on Form 10-Q for              By Reference
             the quarter ended March 31, 1994
             (previously filed with the Commission
             and hereby incorporated by reference) (7)

H-17         CSW Quarterly Report on Form 10-Q for              By Reference
             the quarter ended June 30, 1994 
             (previously filed with the Commission 
             and hereby incorporated by reference)

H-18         CSW Quarterly Report on Form 10-Q for              By Reference
             the quarter ended September 30, 1994 
             (previously filed with the Commission 
             and hereby incorporated by reference)

H-19         EPE Quarterly Report on Form 10-Q for              By Reference
             the quarter ended June 30, 1994 
             (previously filed with the Commission 
             and hereby incorporated by reference)

H-20         EPE Quarterly Report on Form 10-Q for              By Reference
             the quarter ended September 30, 1994 
             (previously filed with the Commission 
             and hereby incorporated by reference)

H-21         CSW Annual Report on Form 10-K for the             By Reference 
             year ended December 31, 1994 
             (previously filed with the Commission 
             and hereby incorporated by reference)

H-22         CSW Annual Report to Shareholders for              By Reference
             the year ended December 31, 1994 
             (previously furnished to the Commission 
             and hereby incorporated by reference)

J-1          Morgan Stanley opinion to the CSW  Board               ---
             of Directors dated April 30, 1993 (0)

J-2          Barr Devlin opinion to the EPE Board of                ---
             Directors dated May 3, 1993 (0)




  <PAGE> 30
II.  Financial Statements.

FS-1         Consolidated Balance Sheet of CSW as of            By Reference
             December 31, 1992 (incorporated by reference 
             to CSW's Annual Report on Form 10-K for the 
             year ended December 31, 1992 (Exhibit H-1 
             hereto)) (0)

FS-2         Consolidated Statement of Income of CSW for        By Reference
             the year ended December 31, 1992 (incorporated 
             by reference to CSW's Annual Report on Form 
             10-K for the year ended December 31, 1992 
             (Exhibit H-1 hereto)) (0)

FS-3         Consolidated Statement of Cash Flows of CSW        By Reference
             for the year ended December 31, 1992 
             (incorporated by reference to CSW's Annual 
             Report on Form 10-K for the year ended 
             December 31, 1992 (Exhibit H-1 hereto)) (0)

FS-4         Consolidated Statement of Retained Earnings        By Reference
             of CSW for the year ended December 31, 1992 
             (incorporated by reference to CSW's Annual 
             Report on Form 10-K for the year ended 
             December 31, 1992 (Exhibit H-1 hereto)) (0)

FS-5         Notes to Consolidated Financial Statements         By Reference
             of CSW for the year ended December 31, 1992 
             (incorporated by reference to CSW's Annual 
             Report on Form 10-K for the year ended 
             December 31, 1992 (Exhibit H-1 hereto)) (0)

FS-6         Balance Sheet of EPE as of December 31, 1992       By Reference
             (incorporated by reference to EPE's Annual 
             Report on Form 10-K for the year ended 
             December 31, 1992 (Exhibit H-2 hereto)) (0)

FS-7         Statements of Operations of EPE for the year       By Reference
             ended December 31, 1992 (incorporated by 
             reference to EPE's Annual Report on Form 
             10-K for the year ended December 31, 1992 
             (Exhibit H-2 hereto)) (0)

FS-8         Statement of Cash Flows of EPE for the year        By Reference
             ended December 31, 1992 (incorporated by 
             reference to EPE's Annual Report on Form 
             10-K for the year ended December 31, 1992 
             (Exhibit H-2 hereto)) (0)



  <PAGE> 31
FS-9         Statement of Retained Earnings (Deficit) of        By Reference
             EPE for the year ended December 31, 1992 
             (incorporated by reference to EPE's Annual 
             Report on Form 10-K for the year ended 
             December 31, 1992 (Exhibit H-2 hereto)) (0)

FS-10        Notes to Financial Statements of EPE for the       By Reference
             year ended December 31, 1992 (incorporated 
             by reference to EPE's Annual Report on Form 
             10-K for the year ended December 31, 1992 
             (Exhibit H-2 hereto)) (0)

FS-11        Unaudited Actual and Pro Forma Combined                ---
             Capitalization of CSW and EPE as of June 30, 
             1993 (0)

FS-12        Unaudited Pro Forma Combined Financial                 ---
             Statements as of and for the year ended 
             June 30, 1993 (0)

FS-13        CSW Consolidated Balance Sheet as of               By Reference
             September 30, 1993 (see page 4 of the 
             Quarterly Report of CSW on Form 10-Q for 
             the quarter ended September 30, 1993, 
             incorporated by reference as Exhibit H-7 
             hereto) (0)

FS-14        CSW Consolidated Statement of Income and           By Reference
             Surplus for the twelve months ended 
             September 30, 1993 (see page 3 of the 
             Quarterly Report of CSW on Form 10-Q for 
             the quarter ended September 30, 1993, 
             incorporated by reference as Exhibit 
             H-7 hereto) (0)

FS-15        CSW Consolidated Statement of Income and           By Reference
             Surplus for its last three fiscal years 
             (see page 24 of the Annual Report of CSW 
             to Shareholders for the quarter ended 
             December 31, 1992, incorporated by 
             reference as Exhibit H-3 hereto) (0)

FS-16        EPE Balance Sheet as of September 30,              By Reference
             1993 (see page 1 of the Quarterly Report 
             of EPE on Form 10-Q for the Quarter 
             ended September 30, 1993 filed herewith 
             as Exhibit H-10 hereto) (0)



  <PAGE> 32
FS-17        EPE Statement of Income and Surplus for            By Reference
             the twelve months ended September 30, 
             1993 (see page 3 of Quarterly Report of 
             EPE on Form 10-Q for the quarter ended 
             September 30, 1993, incorporated by 
             reference as Exhibit H-10 hereto) (0)

FS-18        EPE Statement of Income and Surplus for            By Reference
             its last three fiscal years (see page 58 
             of the Annual Report of EPE on Form 10-K 
             for the year ended December 31, 1992, 
             incorporated by reference as Exhibit 
             H-2 hereto) (0)



     There have been no material changes, not in the ordinary course of
business, to the financial statements listed above since the date of such
financial statements.





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