CENTRAL POWER & LIGHT CO /TX/
POS AMC, 1994-10-05
ELECTRIC SERVICES
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  <PAGE> 1
                                                              File No. 70-7572




                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                      AMENDMENT NO. 3 (POST-EFFECTIVE) TO

                             FORM U-1 APPLICATION

                                     UNDER

                THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

             _____________________________________________________

                        CENTRAL POWER AND LIGHT COMPANY
                           539 N. Carancahua Street
                       Corpus Christi, Texas  78401-2431

                  (Name of company filing this statement and
                    address of principal executive office)

             _____________________________________________________


                      CENTRAL AND SOUTH WEST CORPORATION

                (Name of top registered holding company parent)

             _____________________________________________________

                             Melanie J. Richardson
                       Vice President of Administration
                        Central Power and Light Company
                           539 N. Carancahua Street
                       Corpus Christi, Texas  78401-2431

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

                                Joris M. Hogan
                        Milbank, Tweed, Hadley & McCloy
                            1 Chase Manhattan Plaza
                           New York, New York  10005

                  (Names and addresses of agents for service)



  <PAGE> 2
         Central Power and Light Company, a Texas corporation ("CPL") and an
electric utility subsidiary of Central and South West Corporation ("CSW"), a
registered holding company under the Public Utility Holding Company Act of
1935, as amended (the "Act"), hereby files this Amendment No. 3 (Post-
Effective) to the Form U-1 Application for the purpose of amending Item 6.  In
all other respects, the Application as previously filed will remain the same.

Item 6.  Exhibits and Financial Statements.
         Item 6 is hereby amended to file the following exhibit:

         Exhibit 4 - Financial Statements of CPL and CSW, as of June 30,
                     1994.


  <PAGE> 3
                               S I G N A T U R E
                               - - - - - - - - -


         Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned company has duly caused this amendment to be
signed on its behalf by the undersigned thereunto duly authorized.
         Dated:  October 5, 1994



                                      CENTRAL POWER AND LIGHT COMPANY



                                      By:  MELANIE J. RICHARDSON
                                         Melanie J. Richardson
                                         Vice President of Administration



  <PAGE> 1

                              INDEX OF EXHIBITS 


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

  4             Financial Statements of CPL and CSW,             Electronic
                as of June 30, 1994.





  <PAGE> 1

                                                                     EXHIBIT 4
                                                                     ---------


                                     INDEX
                                      TO
                             FINANCIAL STATEMENTS


                                                                     Page
                                                                    Number
 CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
                                                                
 Consolidated Balance Sheets - Per Books and Pro Forma
   as of June 30, 1994                                              2 - 3
                                                           
 Consolidated Statement of Income for the Twelve Months Ended
   June 30, 1994                                                      4
                                                           
 Consolidated Statement of Retained Earnings for the Twelve
   Months Ended June 30, 1994                                         5
                                                           
 Statements of Long-Term Debt Outstanding as of June 30, 1994       6 - 9
                                                           
 Statements of Preferred Stock Outstanding as of June 30, 1994     10 - 11
                                                           
 CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)      
                                                           
 Balance Sheets - Per Books and Pro Forma as of June 30, 1994         12
                                                      
 Statement of Income for the Twelve Months Ended June 30, 1994        13
                                                           
 CENTRAL POWER AND LIGHT COMPANY                           
                                                           
 Balance Sheets - Per Books and Pro Forma as of June 30, 1994      14 - 15
                                                      
 Statement of Income for the Twelve Months Ended June 30, 1994        16
                                                           
 Statement of Retained Earnings for the Twelve Months Ended
   June 30, 1994                                                      17
                                                      
 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS                              18
                                                      
 STATEMENT OF CHANGES                                                 19
                                                      
 CAPITALIZATION RATIOS - Per books and Pro forma                      20
                                                      
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           21



  <PAGE> 2
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF JUNE 30, 1994
 UNAUDITED
 (Millions)
                                         Per     Pro Forma     Pro
                                        Books   Adjustments   Forma

 ASSETS                                  No pro forma adjustments
                                      
 PLANT
   Electric utility
     Production                         $5,787               $5,787
     Transmission                        1,274                1,274
     Distribution                        2,433                2,433
     General                               733                  733
     Construction work in progress         406                  406
     Nuclear fuel                          160                  160
   Gas                                     784                  784
                                        ------               ------
                                        11,577               11,577
   Less - Accumulated depreciation       3,704                3,704
                                        ------               ------
                                         7,873                7,873
                                        ------               ------
 CURRENT ASSETS
   Cash and temporary cash investments      22                   22
   Special deposits                          1                    1
   Accounts receivable                     900                  900
   Materials and supplies, at average    
      cost                                 150                  150
   Fuel inventory, substantially at      
      average cost                          91                   91
   Gas inventory for resale,
     substantially at LIFO                  14                   14
   Unrecovered fuel cost                    88                   88
   Prepayments and other                    66                   66
                                        ------               ------
                                         1,332                1,332
                                        ------               ------
 DEFERRED CHARGES AND OTHER ASSETS
   Deferred plant costs                    517                  517
   Mirror CWIP asset - net                 327                  327
   Other non-utility investments           277                  277
   Income tax related regulatory asset   
     net                                   198                  198
   Other                                   295                  295
                                        ------               ------
                                         1,614                1,614
                                        ------    ------     ------
                                       $10,819              $10,819
                                        ======    ======     ======


  <PAGE> 3
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF JUNE 30, 1994
 UNAUDITED
 (Millions)
                                      
                                         Per     Pro Forma     Pro
                                        Books   Adjustments   Forma
                                      
 CAPITALIZATION AND LIABILITIES           No proforma adjustments
                                              
 CAPITALIZATION                               
   Common Stock Equity -                      
        Common stock, $3.50 par value, authorized
        350,000,000 shares; issued and outstanding
        189,359,000 shares                $663                 $663
     Paid-in capital                       539                  539
     Retained earnings                   1,738                1,738
                                        ------               ------
     Total Common Stock Equity           2,940                2,940
                                      
   Preferred stock
     Not subject to mandatory           
       redemption                          292                  292
     Subject to mandatory redemption        36                   36
   Long-term debt                        2,889                2,889
                                        ------               ------
     Total Capitalization                6,157                6,157
                                        ------               ------
 CURRENT LIABILITIES
   Long-term debt/preferred stock
     due within twelve months               33                   33
   Short-term debt                         759                  759
   Short-term debt - CSW Credit            776                  776
   Accounts payable                        265                  265
   Accrued taxes                           102                  102
   Accrued interest                         55                   55
   Accrued restructuring charges            80                   80
   Other                                   151                  151
                                        ------               ------
                                         2,221                2,221
                                        ------               ------
DEFERRED CREDITS
   Income taxes                          1,991                1,991
   Investment tax credits                  328                  328
   Mirror CWIP liability and other         122                  122
                                        ------               ------
                                         2,441                2,441
                                        ------    ------     ------
                                       $10,819              $10,819
                                        ======    ======     ======



  <PAGE> 4
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED JUNE 30, 1994
 UNAUDITED
 (Millions)
                                      
                                      
                                      
 OPERATING REVENUES                     $3,740
                                        ------
 OPERATING EXPENSES AND TAXES                 
   Fuel and purchased power              1,255
   Gas purchased for resale                356
   Other operating                         680
   Restructuring charges                    97
   Maintenance                             194
   Depreciation and amortization           349
   Taxes, other than Federal income        208
   Federal income taxes                    136
                                        ------
                                         3,275
                                        ------
 OPERATING INCOME                          465
                                        ------
 OTHER INCOME AND DEDUCTIONS                  
   Mirror CWIP liability amortization       72
   Other                                    27
                                        ------
                                            99
                                              
 INCOME BEFORE INTEREST CHARGES            564
                                        ------
 INTEREST CHARGES                             
   Interest on long-term debt              215
   Interest on short-term debt and         
     other                                  56
                                        ------
                                           271
                                        ------
                                              
 NET INCOME                                293
                                              
   Preferred stock dividends                19
                                        ------
 NET INCOME FOR COMMON STOCK              $274
                                        ======



  <PAGE> 5
 CENTRAL AND SOUTH WEST CORPORATION           
 AND SUBSIDIARY COMPANIES                     
 CONSOLIDATED STATEMENT OF RETAINED EARNINGS
 FOR THE TWELVE MONTHS ENDED JUNE 30, 1994
 UNAUDITED                                    
 (Millions)                                   
                                              
                                              
                                              
 RETAINED EARNINGS AT June 30, 1993     $1,778
                                              
 Add: Net income for common stock          274
                                        ------
                                         2,052
                                              
 Deduct: Common stock dividends            314
                                        ------
 RETAINED EARNINGS AT June 30, 1994     $1,738
                                        ======


  <PAGE> 6
 CENTRAL AND SOUTH WEST CORPORATION           
 AND SUBSIDIARY COMPANIES                     
 STATEMENT OF LONG-TERM DEBT OUTSTANDING      
 AS OF JUNE 30, 1994                          
 UNAUDITED                                    
 (Millions)                                   
                                              
                                              
 CENTRAL POWER AND LIGHT COMPANY              
  First mortgage bonds -                      
 Series J, 6-5/8%, due January 1, 1998               $28
 Series L, 7%, due February 1, 2001                   36
 Series T, 7-1/2%, due December 15, 2014             112
 Series U, 9-3/4%, due July 1, 2015                   32
 Series Z, 9-3/8%, due December 1, 2019              140
 Series AA, 7-1/2%,  due March 1, 2020                50
 Series BB, 6%, due  October 1, 1997                 200
 Series CC, 7-1/4%,  due October 1, 2004             100
 Series DD, 7-1/8%,  due December 1, 1999             25
 Series EE, 7-1/2%,  due December 1, 2002            115
 Series FF, 6-7/8%,  due February 1, 2003             50
 Series GG, 7-1/8%,  due February 1, 2008             75
 Series HH, 6%, due  April 1, 2000                   100
 Series II, 7-1/2%,  due April 1, 2023               100
 Series JJ, 7-1/2%,  due May 1, 1999                 100
Installment sales agreements -                           
   Pollution control bonds                               
     Series 1974  7-1/8%, due June 1, 2004             8
     Series 1977  6%, due November 1, 2007            34
     Series 1984  7-7/8%, due December 15, 2014        6
     Series 1984  10-1/8%, due October 15, 2014       69
     Series 1986  7-7/8%, due December 1, 2016        60
     Series 1993  6%, due July 1, 2028               120
Unamortized discount                                (12)
Unamortized costs of reacquired debt                (85)
                                                  ------
                                                  $1,463
                                                  ------



  <PAGE> 7
 CENTRAL AND SOUTH WEST CORPORATION           
 AND SUBSIDIARY COMPANIES                     
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF JUNE 30, 1994                          
 UNAUDITED                                    
 (Millions)                                   
                                              
                                              
                                              
 PUBLIC SERVICE COMPANY OF OKLAHOMA           
 First mortgage bonds -                       
   Series J, 5-1/4%, due March 1, 1996               $25
   Series K, 7-1/4%, due January 1, 1999              25
   Series L, 7-3/8%, due March 1, 2002                30
   Series S, 7-1/4%, due July 1, 2003                 65
   Series T, 7-3/8%, due December 1, 2004             50
   Series U, 6-1/4%, due April 1, 2003                35
   Series V, 7-3/8%, due April 1, 2023               100
   Series W, 6-1/2%, due June 1, 2005                 50
 Installment sales agreements -               
   Pollution control bonds                    
     5.9%, due December 1, 2007                       35
     Series 1984 7-7/8, due December 15, 2014         13
 Unamortized discount                                (5)
 Unamortized costs of reacquired debt               (21)
                                                  ------
                                                    $402
                                                  ------


  <PAGE> 8
 CENTRAL AND SOUTH WEST CORPORATION           
 AND SUBSIDIARY COMPANIES                     
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF JUNE 30, 1994                          
 UNAUDITED                                    
 (Millions)                                   
                                              
 SOUTHWESTERN ELECTRIC POWER COMPANY          
 First mortgage bonds -                       
   Series U, 9-1/8%, due November 1, 2019             $4
   Series V, 7-3/4%, due June 1, 2004                 40
   Series W, 6-1/8%, due December 1, 1999             40
   Series X, 7%, due December 1, 2007                 90
   Series Y, 6-5/8%, due February 1, 2003             55
   Series Z, 7-1/4%, due July 1, 2023                 45
   Series  AA, 5-1/4%, due April 1, 2000              45
   Series  BB, 6-7/8%, due October 1, 2025            80
   1976 Series A, 6.2%, due November 1, 2006           7
   1976 Series B, 6.2%, due November 1, 2006           1
 Installment sales agreements -               
   Pollution control bonds                    
     1978 Series A, 6%, due January 1, 2008           14
     1991 Series A, 8.2%, due August 1, 2011          17
     1991 Series B, 6.9%, due November 1, 2004        12
     Series 1986, 8.2%, due July 1, 2014              82
     Series 1992, 7.6%, due January 1, 2019           54
 Bank loan, variable rate, due June 15, 1994          50
 Railcar lease obligations                            19
 Unamortized discount                                (4)
 Unamortized costs of reacquired debt               (51)
                                                  ------
                                                    $600
                                                  ------
 WEST TEXAS UTILITIES COMPANY                 
 First mortgage bonds -                       
   Series 0, 9-1/4%, due December 1, 2019             63
   Series P, 7-3/4%, due July 1, 2007                 25
   Series Q, 6-7/8%, due October 1, 2002              35
   Series R, 7%, due October 1, 2004                  40
   Series S, 6-1/8%, due February 1, 2004             40
 Installment sales agreement -                
   Pollution control bonds                    
     7-7/8%, due December 15, 2014                    44
 Unamortized discount                                (1)
 Unamortized costs of reacquired debt               (28)
                                                  ------
                                                    $218
                                                  ------


  <PAGE> 9
 CENTRAL AND SOUTH WEST CORPORATION           
 AND SUBSIDIARY COMPANIES                     
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF JUNE 30, 1994                          
 UNAUDITED                                    
 (millions)                                   
                                              
 TRANSOK, INC.                                
 Note payable, 8.960%, due April 17, 2017            $15
 Note payable, 8.280%, due April 16, 2007              3
 Note payable, 8.130%, due April 16, 2002              3
 Note payable, 8.125%, due April 22, 2002             17
 Note payable, 8.900%, due May 21, 2012                5
 Note payable, 7.810%, due May 20, 1999                3
 Note payable, 8.250%, due May 20, 2004                1
 Note payable, 8.170%, due May 22, 2003                2
 Note payable, 7.750%, due May 21, 1999                5
 Note payable, 8.170%, due May 28, 2004                2
 Note payable, 8.280%, due June 3, 2003                4
 Note payable, 8.340%, due June 2, 2004                2
 Note payable, 8.350%, due August 27, 2012             5
 Note payable, 7.350%, due August 26, 2002             5
 Note payable, 7.330%, due August 26, 2002             1
 Note payable, 7.320%, due August 28, 2002            14
 Note payable, 6.750%, due December 1, 1999           15
 Note payable, 7.800%, due March 1, 2004              10
 Note payable, 7.770%, due March 1, 2004               3
 Note payable, 7.780%, due December 15, 2004           2
 Note payable, 7.730%, due December 15, 2004           1
 Note payable, 7.670%, due March 1, 2004               1
 Note payable, 7.650%, due May 15, 2002                5
 Note payable, 7.650%, due May 15, 2002                5
 Note payable, 7.710%, due December 23, 2003          11
 Note payable, 6.850%, due March 18, 2005              1
 Note payable, 6.850%, due March 18, 2005              1
 Note payable, 6.900%, due March 1, 2005               6
 Note payable, 6.990%, due March 24, 2005              5
 Note payable, 6.860%, due March 28, 2005             12
 Note payable, 7.750%, due April 24, 2023             10
 Note payable, 6.840%, due April 25, 2005              3
 Note payable, 7.750%, due April 26, 2023              5
 Note payable, 6.810%, due April 26, 2003              7
 Note payable, 6.600%, due April 29, 2003              2
 Note payable, 6.710%, due April 30, 2004              1
 Note payable, 6.930%, due May 5, 2005                 1
 Note payable, 7.070%, due May 5, 2008                 1
 Note payable, 7.000%, due January 12, 2004            5
                                                  ------
                                                    $200
 CENTRAL AND SOUTH WEST SERVICES, INC.            ------
   Note payable, 9%, due February 1, 2008              5
                                                  ------
   TOTAL CONSOLIDATED                             $2,889
                                                  ======


  <PAGE> 10
 CENTRAL AND SOUTH WEST CORPORATION           
 AND SUBSIDIARY COMPANIES                     
 STATEMENT OF PREFERRED STOCK OUTSTANDING     
 AS OF JUNE 30, 1994                          
 UNAUDITED                                    
 (Millions)                                   
                                              
                                              
 NOT SUBJECT TO MANDATORY REDEMPTION          
                                              
 CENTRAL POWER AND LIGHT COMPANY              
   4.00% Series,   100,000 shares                    $10
   4.20% Series,    75,000 shares                      8
   7.12% Series,   260,000 shares                     26
   8.72% Series,   500,000 shares                     50
   2.69% Series,   750,000 shares                     75
   2.711% Series,  425,000 shares                     42
   2.688% Series,  425,000 shares                     42
   Issuance expense                                  (3)
                                                  ------
                                                     250
                                                  ------
 PUBLIC SERVICE COMPANY OF OKLAHOMA           
                                              
   4.00% Series,    97,900 shares                     10
   4.24% Series,   100,000 shares                     10
                                                  ------
                                                      20
                                                  ------
 SOUTHWESTERN ELECTRIC POWER COMPANY          
                                              
   5.00% Series,    75,000 shares                      8
   4.65% Series,    25,000 shares                      2
   4.28% Series,    60,000 shares                      6
                                                  ------
                                                      16
                                                  ------
 WEST TEXAS UTILITIES COMPANY                 
   4.40% Series,    60,000 shares                      6
                                                  ------
 Total Consolidated                                 $292
                                                  ======


  <PAGE> 11
 CENTRAL AND SOUTH WEST CORPORATION           
 AND SUBSIDIARY COMPANIES                     
 STATEMENT OF PREFERRED STOCK OUTSTANDING (Continued)
 AS OF JUNE 30, 1994                          
 UNAUDITED                                    
 (Millions)                                   
                                              
 SUBJECT TO MANDATORY REDEMPTION              
                                              
   SOUTHWESTERN ELECTRIC POWER COMPANY        
     6.95% Series, 364,000 shares                     36
                                      
                                                  ------
     Total Consolidated                              $36
                                                  ======
                                      


  <PAGE> 12
 CENTRAL AND SOUTH WEST CORPORATION

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF JUNE 30, 1994
 UNAUDITED
 (Millions)
                                      
                                         Per     Pro Forma     Pro
                                        Books   Adjustments   Forma
                                      
 INVESTMENTS IN COMMON STOCK              No proforma adjustments
   OF SUBSIDIARY
   COMPANIES (at equity)                $3,210               $3,210
                                        ------               ------
                                      
 CURRENT ASSETS
   Cash and temporary cash investments       1                    1
   Advances to affiliates                  296                  296
   Prepayments and other                   186                  186
                                        ------               ------
                                           483                  483
                                        ------               ------
 Deferred charges and other assets          32                   32
                                        ------    ------     ------
                                        $3,725    $           $3,725
                                        ======    ======     ======
                                      
 COMMON STOCK EQUITY
   Common stock, $3.50 par value,
     authorized 350,000,000 shares;
     issued and outstanding
     189,359,000 shares                   $663                 $663
   Paid-in capital                         539                  539
   Retained earnings                     1,738                1,738
                                        ------               ------
                                         2,940                2,940
                                        ------               ------
 CURRENT LIABILITIES
   Short-term debt                         759                  759
   Accounts payable and other               13                   13
                                        ------               ------
                                           772                  772
                                        ------               ------
 DEFERRED CREDITS                           13                   13
                                        ------    ------     ------
                                        $3,725    $          $3,725
                                        ======    ======     ======
                                      
                                      


  <PAGE> 13
 CENTRAL AND SOUTH WEST CORPORATION

 STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED JUNE 30, 1994
 UNAUDITED
 (Millions)
                                      
                                      
 INCOME
                                      
   Equity in earnings of subsidiaries
     Central Power and Light Company                $138
     Public Service Company of Oklahoma               40
     Southwestern Electric Power Company              81
     West Texas Utilities Company                     24
     Transok, Inc.                                    17
     CSW Credit, Inc.                                  7
     CSW Energy, Inc.                                (5)
     CSW Leasing, Inc.                                 0
     Central and South West Services, Inc.             0
   Other Income                                       24
                                                  ------
                                                    $326
                                                  ------
                                      
 EXPENSES AND TAXES
                                      
    General and administrative expenses               28
    Interest expense                                  26
    Federal income taxes                             (3)
    Other                                              1
                                                  ------
                                                      52
                                                  ------
 NET INCOME                                         $274
                                                  ======
                                      


  <PAGE> 14
 CENTRAL POWER AND LIGHT COMPANY

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF JUNE 30, 1994
 UNAUDITED
 (Millions)
                                      
                                         Per     Pro Forma     Pro
                                        Books   Adjustments   Forma
                                      
 ASSETS                                   No pro forma adjustment
                                      
 ELECTRIC UTILITY PLANT
   Production                           $3,065               $3,065
   Transmission                            387                  387
   Distribution                            801                  801
   General                                 216                  216
   Construction work in progress           156                  156
   Nuclear fuel                            160                  160
                                        ------               ------
                                         4,785                4,785
   Less - Accumulated depreciation
     and amortization                    1,326                1,326
                                        ------               ------
                                         3,459                3,459
                                        ------               ------
 CURRENT ASSETS
   Cash and temporary cash investments       1                    1
   Special deposits                          1                    1
   Accounts receivable                      20                   20
   Materials and supplies, at average    
     costs                                  61                   61
   Fuel inventory, at average cost          25                   25
   Unrecovered fuel cost                    78                   78
   Prepayments and other                     5                    5
                                        ------               ------
                                           191                  191
                                        ------               ------
 DEFERRED CHARGES AND OTHER ASSETS
   Deferred STP costs                      489                  489
   Mirror CWIP asset                       327                  327
   Income tax related regulatory        
     assets                                280                  280
   Other                                    78                   78
                                        ------               ------
                                         1,174                1,174
                                        ------    ------     ------
                                        $4,824    $          $4,824
                                        ======    ======     ======
                                      


  <PAGE> 15
 CENTRAL POWER AND LIGHT COMPANY
                                      
 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF JUNE 30, 1994
 UNAUDITED
 (Millions)
                                      
                                      
                                         Per     Pro Forma     Pro
                                        Books   Adjustments   Forma
                                      
 CAPITALIZATION AND LIABILITIES            No proforma adjustment
                                      
 CAPITALIZATION
    Common stock, $25 par value; authorized
      12,000,000 shares; issued and outstanding
      6,755,535 shares                    $169                 $169
    Paid-in capital                        405                  405
    Retained earnings                      901                  901
                                        ------               ------
      Total common stock equity          1,475                1,475
                                      
                                      
    Preferred stock
     Not subject to mandatory           
       redemption                          250                  250
     Long-term debt                      1,463                1,463
                                        ------               ------
      Total capitalization               3,188                3,188
                                        ------               ------
                                      
 CURRENT LIABILITIES
    Long-term debt and preferred stock
     due within twelve months               23                   23
    Advances from affiliates                99                   99
    Accounts payable                        67                   67
    Accrued taxes                           27                   27
    Accrued interest                        25                   25
    Accrued restructuring charges           23                   23
    Deferred  income taxes                   6                    6
    other                                   31                   31
                                        ------               ------
                                           301                  301
                                        ------               ------
                                      
 DEFERRED CREDITS
    Income taxes                         1,087                1,087
    Investment tax credits                 161                  161
    Mirror CWIP liability and other         87                   87
                                        ------               ------
                                         1,335                1,335
                                        ------    ------     ------
                                        $4,824    $          $4,824
                                        ======    ======     ======

  <PAGE> 16
 CENTRAL POWER AND LIGHT COMPANY
                                      
 STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED JUNE 30, 1994
 UNAUDITED
 (Millions)
                                      
                                      
                                      
 ELECTRIC OPERATING REVENUE             $1,266
                                        ------
                                              
 OPERATING EXPENSES AND TAXES                 
   Fuel                                    364
   Purchased power                          63
   Other operating                         230
   Restructuring charges                    29
   Maintenance                              81
   Depreciation and amortization           136
   Taxes, other than Federal income         91
   Federal income taxes                     76
                                        ------
                                         1,070
                                        ------
 OPERATING INCOME                          196
                                        ------
 OTHER INCOME AND DEDUCTIONS                  
   Mirror CWIP liability amortization       72
   Other                                     3
                                        ------
                                            75
                                        ------
                                              
 INCOME BEFORE INTEREST CHARGES            271
                                        ------
 INTEREST CHARGES                             
   Interest on long-term debt              109
   Interest on short-term debt and         
     other                                  10
                                        ------
                                           119
                                        ------
                                              
 NET INCOME                                152
                                              
 PREFERRED STOCK DIVIDENDS                  14
                                        ------
 NET INCOME FOR COMMON STOCK              $138
                                        ======
                                      


  <PAGE> 17
 CENTRAL POWER AND LIGHT COMPANY

 STATEMENT OF RETAINED EARNINGS
 FOR THE TWELVE MONTHS ENDED JUNE 30, 1994
 UNAUDITED
 (Millions)
                                      
                                      
                                      
                                      
 RETAINED EARNINGS AT June 30, 1993       $895
 Add: Net income (loss) for common      
        stock                              138
                                        ------
                                         1,033
 Deduct: Common stock dividends            132
                                        ------
 RETAINED EARNINGS AT June 30, 1994       $901
                                        ======
                                      


  <PAGE> 18
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
                                      
 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
 JUNE 30, 1994
 UNAUDITED
 (Millions)
                                      
          Central       Central
         and South       Power
        Corporation       and
                         Light

                                      
    No proforma adjustments
                                      
                                      


  <PAGE> 19
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
                                      
                                      
     There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to
June 30, 1994, other than in the ordinary course of business.
                                      


  <PAGE> 20
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES

 CAPITALIZATION RATIOS
 PER BOOKS AND PRO FORMA
 AS OF JUNE 30, 1994
                                      
                                        Common 
                                         Stock Preferred  Long-term
                                        Equity   Stock      Debt(*)
                                       ------- ---------  ---------
                                      
 Central and South West
   Corporation and
   Subsidiary Companies
   (Consolidated) Per books              47.8%      5.3%      46.9%
                                      
 Central and South West
   Corporation and
   Subsidiary Companies
   (Consolidated) Pro forma             NO PRO FORMA ADJUSTMENTS
                                      
 Central and South West
   Corporation Per books                100.0%      0.0%       0.0%
                                      
 Central and South West
   Corporation Pro forma                NO PRO FORMA ADJUSTMENTS
                                      
 Central Power and Light
   Company Per books                     46.3%      7.8%      45.9%
                                      
 Central Power and Light
   Company Pro forma                    NO PRO FORMA ADJUSTMENTS
                                      
                                      
(*) Includes Transok's Medium-Term Notes Payable
                                      
                                     


  <PAGE> 21
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
                                      
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      
                                      
                                      
                                      
     The notes to consolidated financial statements included in Central 
and South West Corporation's 1993 Annual Report on Form 10-K are hereby
incorporated by reference and made a part of this report.
                                      
                                      
                                      
                                                   Page             
                                                 Reference
                                      
 1993 Annual Report on Form 10-K                  53 - 72            
                                      



<TABLE> <S> <C>

<ARTICLE> OPUR1
<SUBSIDIARY>
  <NUMBER> 001
  <NAME> CENTRAL AND SOUTH WEST CONSOLIDATED
<MULTIPLIER> 1,000,000
       
<S>                             <C>                 
<PERIOD-TYPE>                   12-MOS                   
<FISCAL-YEAR-END>                          DEC-31-1994            
<PERIOD-END>                               JUN-30-1994            
<BOOK-VALUE>                                  PER-BOOK              
<TOTAL-NET-UTILITY-PLANT>                         7284                       
<OTHER-PROPERTY-AND-INVEST>                        589                       
<TOTAL-CURRENT-ASSETS>                            1332                       
<TOTAL-DEFERRED-CHARGES>                          1614                       
<OTHER-ASSETS>                                       0                       
<TOTAL-ASSETS>                                   10819                       
<COMMON>                                           663                       
<CAPITAL-SURPLUS-PAID-IN>                          539                       
<RETAINED-EARNINGS>                               1738                       
<TOTAL-COMMON-STOCKHOLDERS-EQ>                    2940                       
                               36                       
                                        292                       
<LONG-TERM-DEBT-NET>                              2889                       
<SHORT-TERM-NOTES>                                   0                       
<LONG-TERM-NOTES-PAYABLE>                            0                       
<COMMERCIAL-PAPER-OBLIGATIONS>                       0                       
<LONG-TERM-DEBT-CURRENT-PORT>                       33                       
                            0                       
<CAPITAL-LEASE-OBLIGATIONS>                         17                       
<LEASES-CURRENT>                                     3                       
<OTHER-ITEMS-CAPITAL-AND-LIAB>                    4609                       
<TOT-CAPITALIZATION-AND-LIAB>                    10819                       
<GROSS-OPERATING-REVENUE>                         3740                       
<INCOME-TAX-EXPENSE>                               136                       
<OTHER-OPERATING-EXPENSES>                        3140                       
<TOTAL-OPERATING-EXPENSES>                        3276                       
<OPERATING-INCOME-LOSS>                            464                       
<OTHER-INCOME-NET>                                  99                       
<INCOME-BEFORE-INTEREST-EXPEN>                     563                       
<TOTAL-INTEREST-EXPENSE>                           270                       
<NET-INCOME>                                       293                       
                         19                       
<EARNINGS-AVAILABLE-FOR-COMM>                      274                       
<COMMON-STOCK-DIVIDENDS>                           152                       
<TOTAL-INTEREST-ON-BONDS>                          215                       
<CASH-FLOW-OPERATIONS>                             584                    
<EPS-PRIMARY>                                     1.45                
<EPS-DILUTED>                                     1.45     
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> OPUR1
<SUBSIDIARY>
  <NUMBER> 002
  <NAME> CENTRAL AND SOUTH WEST CORPORATION
<MULTIPLIER> 1,000,000
       
<S>                             <C>                  
<PERIOD-TYPE>                   12-MOS                  
<FISCAL-YEAR-END>                          DEC-31-1994           
<PERIOD-END>                               JUN-30-1994          
<BOOK-VALUE>                                  PER-BOOK             
<TOTAL-NET-UTILITY-PLANT>                            0                       
<OTHER-PROPERTY-AND-INVEST>                       3210                   
<TOTAL-CURRENT-ASSETS>                             483                   
<TOTAL-DEFERRED-CHARGES>                            32                   
<OTHER-ASSETS>                                       0                   
<TOTAL-ASSETS>                                    3725                   
<COMMON>                                           663                   
<CAPITAL-SURPLUS-PAID-IN>                          539                   
<RETAINED-EARNINGS>                               1738                   
<TOTAL-COMMON-STOCKHOLDERS-EQ>                    2940                   
                                0                   
                                          0                   
<LONG-TERM-DEBT-NET>                                 0                   
<SHORT-TERM-NOTES>                                   0                   
<LONG-TERM-NOTES-PAYABLE>                            0                   
<COMMERCIAL-PAPER-OBLIGATIONS>                     759                   
<LONG-TERM-DEBT-CURRENT-PORT>                        0                   
                            0                   
<CAPITAL-LEASE-OBLIGATIONS>                          0                   
<LEASES-CURRENT>                                     0                   
<OTHER-ITEMS-CAPITAL-AND-LIAB>                      26                   
<TOT-CAPITALIZATION-AND-LIAB>                     3725                   
<GROSS-OPERATING-REVENUE>                            0                   
<INCOME-TAX-EXPENSE>                                (5)                  
<OTHER-OPERATING-EXPENSES>                          30                   
<TOTAL-OPERATING-EXPENSES>                          25                   
<OPERATING-INCOME-LOSS>                            (25)                  
<OTHER-INCOME-NET>                                 326                   
<INCOME-BEFORE-INTEREST-EXPEN>                     301                   
<TOTAL-INTEREST-EXPENSE>                            27                   
<NET-INCOME>                                       274                   
                          0                   
<EARNINGS-AVAILABLE-FOR-COMM>                      274                   
<COMMON-STOCK-DIVIDENDS>                           152                   
<TOTAL-INTEREST-ON-BONDS>                            0                   
<CASH-FLOW-OPERATIONS>                             (32)                  
<EPS-PRIMARY>                                     1.45                   
<EPS-DILUTED>                                     1.45                   
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> OPUR1
<CIK> 18734
<NAME> CENTRAL POWER AND LIGHT
<MULTIPLIER> 1,000,000
       
<S>                             <C>                     
<PERIOD-TYPE>                  12-MOS                   
<FISCAL-YEAR-END>                          DEC-31-1994           
<PERIOD-END>                               JUN-30-1994           
<BOOK-VALUE>                                  PER-BOOK           
<TOTAL-NET-UTILITY-PLANT>                         3459           
<OTHER-PROPERTY-AND-INVEST>                          0                       
<TOTAL-CURRENT-ASSETS>                             191                       
<TOTAL-DEFERRED-CHARGES>                          1174                       
<OTHER-ASSETS>                                       0                       
<TOTAL-ASSETS>                                    4824                       
<COMMON>                                           169                       
<CAPITAL-SURPLUS-PAID-IN>                          405                       
<RETAINED-EARNINGS>                                901                       
<TOTAL-COMMON-STOCKHOLDERS-EQ>                    1475                       
                                0                       
                                        250                       
<LONG-TERM-DEBT-NET>                              1463                       
<SHORT-TERM-NOTES>                                   0                       
<LONG-TERM-NOTES-PAYABLE>                            0                       
<COMMERCIAL-PAPER-OBLIGATIONS>                       0                       
<LONG-TERM-DEBT-CURRENT-PORT>                       23                       
                            0                       
<CAPITAL-LEASE-OBLIGATIONS>                          0                       
<LEASES-CURRENT>                                     0                       
<OTHER-ITEMS-CAPITAL-AND-LIAB>                    1613                       
<TOT-CAPITALIZATION-AND-LIAB>                     4824 
<GROSS-OPERATING-REVENUE>                         1266                       
<INCOME-TAX-EXPENSE>                                76                       
<OTHER-OPERATING-EXPENSES>                         994                       
<TOTAL-OPERATING-EXPENSES>                        1070                       
<OPERATING-INCOME-LOSS>                            196                       
<OTHER-INCOME-NET>                                  75                       
<INCOME-BEFORE-INTEREST-EXPEN>                     271                       
<TOTAL-INTEREST-EXPENSE>                           119                       
<NET-INCOME>                                       152                       
                         14                       
<EARNINGS-AVAILABLE-FOR-COMM>                      138                       
<COMMON-STOCK-DIVIDENDS>                           132                       
<TOTAL-INTEREST-ON-BONDS>                          109                       
<CASH-FLOW-OPERATIONS>                             265                       
<EPS-PRIMARY>                                      .73                       
<EPS-DILUTED>                                      .73                       
        



</TABLE>


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