CENTRAL & SOUTH WEST CORP
35-CERT, 1998-03-31
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                                  October 1, 1997 to
                                                      December 31, 1997
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;  CSW has
authority  to make  loans to  EnerShop;  and to make  guarantees  of  Enershop's
obligations. 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 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 December 31, 1997.  See Exhibit C.

   (2) Balance sheet for period ended December 31, 1997. See Exhibit D.

   (3)Statement  of cash  flow for the  period  ended  December  31,  1997.  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.

This is the last Rule 24 filing that CSW intends to make for Enershop.  Enershop
qualifies as an "energy services company" under Rule 58.  Accordingly,  CSW will
make future Enershop filings on Report U-9C-3.


<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 30th day of March 1998.



                                          EnerShop, Inc.


                                          /s/ Kenneth C. Raney, Jr.
                                              Kenneth C. Raney, Jr.
                                              Secretary


                                                                     EXHIBIT A

            EnerShop, Inc. Energy Services and Demand-Side Management Activities
                      For Period Ended Calendar Quarter December, 1997

EnerShop,  Inc. 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 for the quarter ended December
1997:

Provisional  Studies and Final Contract  Proposals - EnerShop  performed  energy
audits and/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   successfully   negotiated  three
Implementation  Contracts for services,  and continued  negotiations  with other
potential customers.

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



                                                                      EXHIBIT B
                               EnerShop, Inc.
                      Intercompany Service Transactions
                   For the Quarter Ended December 31, 1997



             Name                         Type of Service              Amount
- ------------------------------- -------------------------------------  -------
Central and South West          Salaries, and overheads (direct and   $301,203 
Services, Inc.                  indirect) in support of EnerShop
(Wholly owned subsidiary of     
Central and South West
Corporation)



                                                                      EXHIBIT C

                           EnerShop, Inc.
                          Income Statement
               For The Quarter Ended December 31, 1997
                              Unaudited
                               (000's)

Contract Revenue                                         $     2,239
Maintenance Revenue                                               (3)
Other Revenue                                                      0
                                                         -------------
Total Revenue                                                  2,236

Cost of Revenue                                                1,775
                                                         -------------
Gross Profit                                                     461

Operating Expenses                                             1,455
Outside Services - CSWS                                          225
Interest and Taxes Other Than Income                             222
                                                         -------------
Total Expenses                                                 1,902

Federal Income Taxes                                            (485)
                                                         -------------

Net Income / (Loss)                                      $      (956)
                                                         =============



                                                                      EXHIBIT D
                             EnerShop, Inc.
                             Balance Sheet
                          At December 31, 1997
                               Unaudited
                                (000's)


                         ASSETS
- ---------------------------------------------------------
Current Assets:
             Accounts Receivable                                  $  843
             Prepaid Assets                                           18
             Federal Income Tax Benefit                              438
             Other Assets                                            733
                                                             ------------
             Total Current Assets                                  2,032
                                                             ------------

Work In Progress                                                   1,499

Plant, Property & Equipment:
             Furniture & Fixtures                                    875
             Accumulated Depreciation / Amortization                (65)
                                                             ------------
             Net Plant, Property & Equipment                         810
                                                             ------------

Other Assets:
             Prepaid Benefits                                         37
             Other Non-Current Assets                                  0
                                                             ------------
             Total Other Assets:                                      37
                                                             ------------

TOTAL ASSETS                                                      $4,378
                                                             ============

                  LIABILITIES & EQUITY
- ---------------------------------------------------------
Current Liabilities:
             Accounts Payable - Non-Affiliated                    $  887
             Accounts Payable - Affiliated                           199
                                                             ------------
             Total Current Liabilities
                                                                   1,086
                                                             ------------

Notes Payable - Affiliated
                                                                   7,458

Notes Payable - Other                                                173

                                                             ------------
             Total Liabilities                                     8,717
                                                             ------------

Equity:
             Common Stock and Additional Paid in Capital               1
             Retained Earnings                                    (4,340)
                                                             ------------
             Total Equity                                         (4,339)
                                                             ------------

TOTAL LIABILITIES & EQUITY                                        $4,378
                                                             ============


                                                                      EXHIBIT E

                                 EnerShop, Inc.
                             Statement of Cash Flows
                     For The Quarter Ended December 31, 1997
                                    Unaudited
                                     (000's)

OPERATING ACTIVITIES
  Net Income (Loss)                                        $  (956)
  Depreciation                                                  19
  Amortization                                                  21
  Change in Assets and Liabilities:
     Change in Affiliated Accounts Receivable                 (189)
     Change in Nonaffiliated Accounts Receivable              (399)
     Change in Affiliated Accounts Payable                   2,994
     Change in Nonaffiliated Accounts Payable                  655
     Change in Accrued Taxes                                   (75)
     Change in Other                                          (326)
                                                     --------------
TOTAL OPERATING ACTIVITIES                                   1,744

INVESTING ACTIVITIES
  Construction Expenditures                                 (2,067)
  Note Receivable Increase / (Decrease)                          -
  Equity Investments in Common Stock                           323
  Other Investing Activities                                     -
                                                     --------------
TOTAL INVESTING ACTIVITIES                                  (1,744)

FINANCING ACTIVITIES
  Capital Contributions                                          -
  Change in Short Term Debt                                      -
                                                     --------------
TOTAL FINANCING ACTIVITIES                                       -

                                                     ==============
NET CHANGE IN CASH AND CASH EQUIVALENTS                          -
                                                     ==============



                                                                      EXHIBIT F

                             EnerShop, Inc.
                       Schedule of CSW Guarantees
                          At December 31, 1997

CSW does not  currently  guarantee or act as surety on any bonds,
indebtedness or other obligations undertaken by EnerShop.




                                                                      EXHIBIT G

                            EnerShop, Inc.
            Schedule of Hours Spent in Support of EnerShop
                         At December 31, 1997

                                                               Hours
Associated Company                                           Rendered
CSW Services, Inc.                                             1,634
(Wholly owned subsidiary of CSW)





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