CENTRAL & SOUTH WEST CORP
35-CERT, 1996-11-14
ELECTRIC SERVICES
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                            UNITED STATES OF AMERICA
                                   before the
                       SECURITIES AND EXCHANGE COMMISSION


PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


- ----------------------------------------------
In the matter of

EnerShop, Inc.                                       REPORT FOR PERIOD
Dallas, Texas  75266                                 July 1, 1996 to
                                                     September 30, 1996
File No.  070-08645                                  PURSUANT TO RULE 24


        This report is filed under Rule 24 of the Public Utility Holding Company
Act of 1935 by EnerShop, Inc. ("EnerShop"), a wholly owned subsidiary of Central
and South West Corporation ("CSW"). Under HCAR 35-26367, EnerShop is authorized
to provide energy and demand side management services to nonassociates; loans to
subsidiary; guarantees of subsidiary's obligations; and customer financing by
subsidiary. Attached is the information required pursuant to HCAR 35-26367.

(A)
    (1) Narative report of activities undertaken in connection with energy and 
        demand side management services. See Exhibit A.

    (2) Description of any services received by EnerShop from CSW Services, Inc.
        and each of the electric utility company subsidiaries of CSW aggregate
        dollar value of the services by company. See Exhibit B.

(B)
    (1) Statement of Income for quarter ended September 30, 1996. See Exhibit C.

    (2) Balance sheet for period ended September 30, 1996.  See Exhibit D.

    (3) Statement of cash flow for the period ended September 30, 1996.  See 
        Exhibit E.

    (4) Amounts and forms of currently effective CSW guarantees of and similar 
        arrangements concerning the performance and undertaking of obligations 
        by EnerShop.  See Exhibit F.

    (5) Measure of hours spent by associate companies on services rendered to 
        EnerShop.  See Exhibit G.


<PAGE>


                                S I G N A T U R E


        As requested by order of this Commission pursuant to the Public Utility
Holding Company Act of 1935, EnerShop, Inc. has duly caused this report to be
signed on its behalf on this 13th day of November 1996.



                                                 EnerShop, Inc.

                                            /s/ KENNETH C. RANEY, JR.
                                                Kenneth C. Raney, Jr.
                                                    Secretary




                                                                     EXHIBIT A

         EnerShop Energy Services and Demand-Side Management Activities
                               Calendar Year 1996

EnerShop is an energy services company, providing cost-effective energy
management solutions and strategies for commercial and industrial customers,
both inside and outside the service territories of the CSW electric operating
companies. EnerShop's turn-key energy efficiency and demand-side management
solutions include engineering, design specification, equipment installation,
project management and financing placement. EnerShop analyzes potential
customer's operations and identifies equipment, usage, and other changes that
will lower their overall energy bills or provide greater productivity. On most
projects EnerShop manages the efforts of several parties, including equipment
vendors, engineering firms, and subcontractors. This management allows our
customers to look to a sole-source conduit for activities that would otherwise
detract from their time and resources.

The following represents EnerShop's activities from the quarter ended June, 1996
through the quarter ended September, 1996:

1. Matagorda County Energy Efficiency Project (Matagorda County Texas - CPL
service territory) - EnerShop won a competitive public bid to provide energy
efficiency retrofits for four County facilities. The services to be provided
include: lighting system retrofit, chiller and cooling tower replacement,
installation of an energy management system, and annual preventative
maintenance. The project is complete and final acceptance has been received.

2. Provisional Studies - EnerShop performed energy audits or developed energy
efficiency proposals for a number of commercial customers. These studies or
proposals typically consisted of a facility energy and operational audit,
estimates of energy and operational saving opportunities, and associated
equipment costs.

EnerShop expects to provide detailed engineering studies and subsequent energy
and demand-side management projects for a number of these and other customers in
1997. EnerShop's primary focus today is the commercial business sector in
Dallas, Texas, Houston, Texas, and the service territories of the four CSW
operating companies.





                                                                     EXHIBIT B
                                 Enershop, Inc.
                        Intercompany Service Transactions
                    For the Quarter Ended September 30, 1996



                  Name                      Type of Service            Amount
- -------------------------------------  --------------------------  -------------
Central and South West Services, Inc.  Salaries, and overheads in    $326,027
(Wholly owned subsidiary of            support of Enershop, Inc.
Central and South West Corporation)

Transok, Inc.                          Rent and administrative 
                                       support for Houston, Tx
                                       office.                         12,891


CSW Energy, Inc.                       Salaries, and overheads in      18,609
(Wholly owned subsidiary of            support of Enershop, Inc.
Central and South West Corporation)


                                                                  EXHIBIT C
                                 ENERSHOP, INC.
                                Income Statement
                    For The Quarter Ended September 30, 1996


Contract Revenue                                    $514,000
Professional Service Revenue                          12,600
Other Revenue                                          5,300
                                                 -----------
Total Revenue                                        531,900

Cost of Revenue                                      455,429
                                                 -----------
Gross Profit                                          76,471

Salaries and Employee Benefits                       628,973
Marketing and General                                347,202
Outside Services - CSWS                              144,218
Consulting and Legal Fees                            254,101
Travel and Entertainment                              77,223
Administrative and General                           255,984
Depreciation                                           4,680
                                                 -----------
Total Expenses                                     1,712,381

Interest Expense                                      48,300

Federal Income Taxes                                (649,219)
                                                 -----------


Net Income                                       $(1,034,991)
                                                 ===========


                                                                  EXHIBIT D
                                 ENERSHOP, INC.
                                  Balance Sheet
                               September 30, 1996

ASSETS

Current Assets
          Accounts Receivable                            $152,525
          Accounts Receivable Affiliated                   43,535
          Contract Cost in Excess of Billings              49,008
          Prepaid Warranty Costs                           23,922
          Federal Income Tax Benefit                      347,408
          Other                                             5,006
                                                      -----------
          Total Current Assets                            621,404

          Office Furniture & Equipment                    106,309
          Accumulated Depreciation                         (4,680)
                                                      -----------
          Net Furniture & Equipment                       101,629

                                                      ===========
Total Assets                                              723,033
                                                      ===========

LIABILITIES & EQUITY

Current Liabilities
          Accounts Payable - Trade                         56,597
                                                      -----------
          Total Current Liabilities                        56,597

Long Term Liabilities
          Notes Payable - CSWC                          1,801,975
          Accrued Benefit Plan Liabilities                  6,182
                                                      -----------
          Total Long Term Liabilities                   1,808,157

                                                      -----------
Total Liabilities                                       1,864,754

EQUITY

          Common Stock                                        100
          Additional Paid In Capital                          900
          Retained Earnings                            (1,142,721)
                                                      -----------
          Total Equity                                 (1,141,721)
                                                      -----------

TOTAL LIABILITIES & EQUITY                               $723,033
                                                      ===========


                                                                   EXHIBIT E
                                 ENERSHOP, INC.
                             Statement of Cash Flows
                    For The Quarter Ended September 30, 1996


OPERATING ACTIVITIES
Net (Income) Loss                                      $1,034,991
Change in Trade Acounts Receivable                        152,525
Change in Work in Progress                                 34,358
Change in Fixed Assets                                    106,309
Change in Office Furniture and Fixtures                    (4,680)
Change in Other Assets                                   (141,773)
Change in Trade Acounts Payable                           (56,597)
Change in Affiliated Acounts Payable                      129,303
Change in Accrued Benefit Plan Liabilities                 (6,182)
Change in Accrued Federal Income Tax                      311,858
                                                      -----------
Total Operating Activities                              1,560,112

FINANCING ACTIVITIES
Change in Short Term Debt                              (1,560,112)
                                                      -----------
Total Financing Activities                                   --

                                                      ===========
Net Change in Cash & Cash Equivalents                        --
                                                      ===========

Cash at Beginning of Period                                  --
Cash at End of Period                                        --
                                                      ===========
Net Change in Cash & Cash Equivalents                 $      --
                                                      ===========



                                                                     EXHIBIT F
                                 ENERSHOP, INC.
                           Schedule of CSW Guarantees
                              At September 30, 1996

CSW will guarantee or act as surety on bonds, indebtedness and performance and
other obligations undertaken by EnerShop in connection with the Matagorda County
Project which involves Signet Bank's $504,000 lease.

                                                                    EXHIBIT G
                                 ENERSHOP, INC.
                 Schedule of Hours Spent in Support of Enershop
                              At September 30, 1996

                                                                    Hours
Associated Company                                                 Rendered
CSW Services, Inc.                                                  3,715
(Wholly owned subsidiary of CSW)

CSW Energy, Inc.                                                      250
(Wholly owned subsidiary of
Central and South West Corporation)



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