CENTRAL & SOUTH WEST CORP
35-CERT, 1996-08-12
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                                        April 1, 1996 to
                                                            June 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) A narrative report of activities undertaken in connection with energy
         and demand side management services.  See Exhibit A.

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

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

     (2) Balance Sheet for the period ended June 30, 1996.  See Exhibit D.

     (3) Statement of Cash Flows for the period ended June 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 associated 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 15th day of August, 1996.



                                                     EnerShop, Inc.


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


                                                                       EXHIBIT A
         EnerShop Energy Services and Demand-Side Management Activities
                  For Period Ended Calendar Quarter June, 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 end of the quarter ended
March, 1996 through June, 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  currently  under  construction  and the County is
expected to save over 50% of their current utility costs.

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
1996.  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.


                                 Enershop, Inc.
                        Intercompany Service Transactions
                       For the Quarter Ended June 30, 1996



              Name                    Type of Service                  Amount
- --------------------------------  --------------------------     ---------------
Central and South West Services,  Salaries, and overheads in            $371,494
Inc. (Wholly owned subsidiary of  support of Enershop, Inc.
Central and South West
Corporation)

Transok, Inc.                     Rent and administrative                 12,891
(Wholly owned subsidiary of       support for Houston, TX
Central and South West            office.
Corporation)

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



                                 ENERSHOP, INC.
                                Income Statement
                       For The Quarter Ended June 30, 1996


Revenue
Financing Fee Revenue                                     $12,600
Professional Service Revenue                               10,000
                                                      -----------
Total Revenue                                              22,600

Selling & Administrative Expenses
Salaries and Employee Benefits                            361,463
Marketing and General                                     322,116
Outside Services - CSWS                                   143,195
Consulting and Legal Fees                                 148,894
Travel and Entertainment                                   44,145
Administrative and General                                140,267
                                                      -----------
Total Expenses                                          1,160,080

Interest Expense                                           24,115

Federal Income Taxes                                     (406,558)
                                                      -----------

Net Income                                              $(755,037)
                                                      ===========



                                 ENERSHOP, INC.
                                  Balance Sheet
                                  June 30, 1996

ASSETS

Current Assets
              Accounts Receivable                         $10,000
              Contract Cost in Excess of Billings          84,611
              Prepaid Warranty Costs                       23,922
              Federal Income Tax Benefit                  406,559
              Office Furniture and Fixtures                68,610
              Other                                         1,342
                                                      ===========
TOTAL ASSETS                                              595,044
                                                      ===========

LIABILITIES & EQUITY

Current Liabilities
              Accounts Payable - Trade                     56,757
              Accounts Payable - Affiliated                31,912

Long Term Liabilities
              Notes Payable - CSWC                      1,367,142
                                                      -----------
              Total Liabilities                         1,455,811

EQUITY

              Common Stock                                    100
              Additional Paid In Capital                      900
              Retained Earnings                          (862,767)
                                                      -----------
              Total Equity                               (861,767)
                                                      -----------

TOTAL LIABILITIES & EQUITY                               $594,044
                                                      ===========




                                 ENERSHOP, INC.
                             Statement of Cash Flows
                       For The Quarter Ended June 30, 1996


OPERATING ACTIVITIES
Net (Income) Loss                                        $755,037
Change in Trade Acounts Receivable                         10,000
Change in Work in Progress                                 69,961
Change in Other Assets                                   (145,437)
Change in Office Furniture and Fixtures                    68,610
Change in Trade Acounts Payable                            82,394
Change in Affiliated Acounts Payable                      (48,410)
Change in Accrued Federal Income Tax                      371,009
                                                      -----------
Total Operating Activities                              1,163,164

FINANCING ACTIVITIES
Change in Short Term Debt                              (1,163,164)
                                                      -----------
Total Financing Activities                             (1,163,164)

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

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


                                 ENERSHOP, INC.
                           Schedule of CSW Guarantees
                                At June 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.



                                 ENERSHOP, INC.
                 Schedule of Hours Spent in Support of Enershop
                                At June 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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