CENTRAL & SOUTH WEST CORP
35-CERT, 1996-05-16
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                           January 1, 1996 to
                                               March 31, 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)    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 March 31,
         1996.  See Exhibit C.

  (2)    Balance Sheet for the period ended March 31, 1996.
         Exhibit D.

  (3)    Statement of Cash Flows for the period ended March
         31, 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.


                      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 May 1996.



                                   EnerShop, Inc.


                                   /s/ Frederic L. Frawley
                                       Frederic L. Frawley
                                       Secretary


                                                   EXHIBIT A

     EnerShop Energy Services and Demand-Side Management
                         Activities
                    Calendar Quarter 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 1995 calendar year through March 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.


                                                              EXHIBIT B
                              Enershop, Inc.
                   Intercompany Service Transactions
                  For the Quarter Ended March 31, 1996



        Name                      Type of Service                  Amount

Central and South West         Salaries, and overheads in       $  198,772
Services, Inc.                 support of Enershop, Inc.
(Wholly owned subsidiary of    
Central and South West 
Corporation)

Transok, Inc.                  Rent and administrative               6,817
(Wholy owned subsidiary of     support for Houston, TX
Central and South West         office.
Corporation

CSW Energy, Inc.               Salaries, and overheads in            2,182
(Wholly owned subsidiary       support of Enershop, Inc.
of Central and South West 
Corporation)


                                                              EXHIBIT C
 
                                   ENERSHOP, INC.
                                  Income Statement
                         For The Quarter Ended March 31, 1996


Revenue       
Financing Fee Income                            $   12,600
Total Revenue                                       12,600


Selling & Administrative Expenses                  
Outside Services - Labor & Overhead - CSWS         198,772
Administrative Expense                              87,964
Outside Services                                   144,526
Travel, Meals & Lodging                             22,716
Legal Fees                                           2,056
Marketing and General                              307,102
Total Expenses                                     763,136

Interest Expense                                     7,080

Federal Income Taxes                              (295,470)

Net Income                                      $ (462,146)


                                                                EXHIBIT D
                             ENERSHOP, INC.
                             Balance Sheet
                             March 31, 1996

ASSETS

Current Assets
       Contract Cost in Excess of Billings      $  244,826
       Federal Income Tax Benefit                  295,471
       Office Furniture and Fixtures                24,503
       Other                                         3,308
TOTAL ASSETS                                       568,108

LIABILITIES & EQUITY

Current Liabilities
       Accounts Payable - Trade                    254,996
       Accounts Payable - Affiliated                94,201

Long Term Liabilities
       Notes Payable - CSWC                        787,787
       Total Liabilities                         1,136,984

EQUITY

       Common Stock                                    100
       Additional Paid In Capital                      900
       Retained Earnings                          (569,876)
       Total Equity                               (568,876)

TOTAL LIABILITIES & EQUITY                      $  568,108


                                                                EXHIBIT E
                              ENERSHOP, INC.
                          Statement of Cash Flows
                      For The Quarter Ended March 31, 1996


OPERATING ACTIVITIES
Net (Income) Loss                                $     462,146
Change in Contract Costs                               230,176
Change in Organization Costs                          (170,701)
Change in Other Assets                                   3,308
Change in Office Furniture and Fixtures                 24,504
Change in Trade Acounts Payable                        (84,152)
Change in Affiliated Acounts Payable                  (142,392)
Change in Accrued Federal Income Tax                   259,921
Total Operating Activities                             582,810
 
FINANCING ACTIVITIES
Change in Short Term Debt                             (582,810)
Total Financing Activities                            (582,810)

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 March 31, 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 $504,00 lease.


                                                                 EXHIBIT G
                            ENERSHOP, INC.
               Schedule of Hours Spent in Support of Enershop
                          At March 31, 1996

                                                 Hours
Associated Company                              Rendered
CSW Services, Inc.
(Wholly owned subsidiary of CSW)                  1,985

CSW Energy, Inc.                                      
(Wholly owned subsidiary of
Central and South West Corporation)                  30



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