CENTRAL POWER & LIGHT CO /TX/
POS AMC, 1995-08-30
ELECTRIC SERVICES
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                                                File No. 70-7572



                  SECURITIES AND EXCHANGE COMMISSION

                        Washington D.C.  20549

                  AMENDMENT NO. 7 (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)

        _______________________________________________________


                            Shirley Briones
                               Treasurer
                    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>
           Central Power and Light Company ("CPL"), a Texas corporation 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. 7 (Post-
Effective) to the Form U-1 Application, File No. 70-7572, for the purpose of
amending Item 6 in the following respects.  In all other respects, the
Application as previously filed and as heretofore amended will remain the
same.

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

          Exhibit 3  -    Financial Statements of CPL and CSW, as of March
                          31, 1995.



<PAGE>

                           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 document to be
signed on its behalf by the undersigned thereunto duly authorized.
          Dated:  August 30, 1995


 
                                  CENTRAL POWER AND LIGHT COMPANY


                                  By: /s/ SHIRLEY S. BRIONES
                                     Shirley S. Briones
                                   Treasurer

<PAGE>


                             INDEX OF EXHIBITS


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

3                Financial Statements of CPL and CSW, as of Electronic
                 June 30, 1995

<PAGE>


                                                                  EXHIBIT 3
 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, 1995                                               2 - 3

 Consolidated Statement of Income for the Twelve Months Ended
   June 30, 1995                                                       4

 Consolidated Statement of Retained Earnings for the Twelve
   Months Ended June 30, 1995                                          5

 Statements of Long-Term Debt Outstanding as of June 30, 1995        6 - 9

 Statements of Preferred Stock Outstanding as of June 30, 1995        10

 CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)

 Balance Sheets - Per Books and Pro Forma as of June 30, 1995         11

 Statement of Income for the Twelve Months Ended June 30, 1995        12

 CENTRAL POWER AND LIGHT COMPANY

 Balance Sheets - Per Books and Pro Forma as of June 30, 1995       13 - 14

 Statement of Income for the Twelve Months Ended June 30, 1995        15

 Statement of Retained Earnings for the Twelve Months Ended
   June 30, 1995                                                      16

 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS                              17

 STATEMENT OF CHANGES                                                 18

 CAPITALIZATION RATIOS - Per books and Pro forma                      19

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           20


CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1995
UNAUDITED
(Millions)

                                            Per     Pro Forma      Pro
                                           Books   Adjustments    Forma

 ASSETS                                        No proforma adjustments

 PLANT
   Electric utility
     Production                            $5,833                   $5,833
     Transmission                           1,409                    1,409
     Distribution                           2,607                    2,607
     General                                  776                      776
     Construction work in progress            442                      442
     Nuclear fuel                             163                      163
   Gas                                        821                      821
   Other diversified                           37                       37
                                           ------                   ------
                                           12,088                   12,088
   Less - Accumulated depreciation          4,053                    4,053
                                           ------                   ------
                                            8,035                    8,035
                                           ------                   ------
 CURRENT ASSETS
   Cash and temporary cash investments         34                       34
   Accounts receivable                        904                      904
   Materials and supplies, at average cost    164                      164
   Electric fuel inventory, substantially 
     at average cost                          140                      140
   Gas inventory/products for resale           23                       23
   Accumulated deferred income taxes           20                       20
   Prepayments and other                       44                       44
                                           ------                   ------
                                            1,329                    1,329
                                           ------                   ------
 DEFERRED CHARGES AND OTHER ASSETS
   Deferred plant costs                       515                      515
   Mirror CWIP asset - net                    317                      317
   Other non-utility investments              335                      335
   Income tax related regulatory assets, 
     net                                      265                      265
   Other                                      318                      318
                                           ------                   ------
                                            1,750                    1,750
                                           ------      ------       ------
                                          $11,114          $0      $11,114
                                           ======      ======       ======

 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF JUNE 30, 1995
 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
        191,700,000 shares                   $671                     $671
     Paid-in capital                          586                      586
     Retained earnings                      1,801                    1,801
                                           ------                   ------
     Total Common Stock Equity              3,058                    3,058

   Preferred stock
     Not subject to mandatory redemption      292                      292
     Subject to mandatory redemption           35                       35
   Long-term debt                           2,954                    2,954
                                           ------                   ------
     Total Capitalization                   6,339                    6,339
                                           ------                   ------
 CURRENT LIABILITIES
   Long-term debt/preferred stock
     due within twelve months                  31                       31
   Short-term debt                            846                      846
   Short-term debt - CSW Credit               748                      748
   Accounts payable                           258                      258
   Accrued taxes                               97                       97
   Accrued interest                            47                       47
   Refund due customers                        52                       52
   Over-recovered fuel costs                   61                       61
   Other                                      129                      129
                                           ------                   ------
                                            2,269                    2,269
                                           ------                   ------
DEFERRED CREDITS
   Income taxes                             2,072                    2,072
   Investment tax credits                     313                      313
   Mirror CWIP liability and other            121                      121
                                           ------                   ------
                                            2,506                    2,506
                                           ------      ------       ------
                                          $11,114          $0      $11,114
                                           ======      ======       ======

 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED JUNE 30, 1995
 UNAUDITED
 (Millions)



 OPERATING REVENUES                                 $3,443
                                                    ------
 OPERATING EXPENSES AND TAXES
   Fuel and purchased power                          1,073
   Gas purchased for resale                            254
   Gas extraction and marketing                        106
   Other operating                                     594
   Maintenance                                         168
   Depreciation and amortization                       366
   Taxes, other than federal income                    182
   Federal income taxes                                 95
                                                    ------
                                                     2,838
                                                    ------
 OPERATING INCOME                                      605
                                                    ------
 OTHER INCOME AND DEDUCTIONS
   Mirror CWIP liability amortization                   55
   Other                                                67
                                                    ------
                                                       122

 INCOME BEFORE INTEREST CHARGES                        727
                                                    ------
 INTEREST CHARGES
   Interest on long-term debt                          223
   Interest on short-term debt and other                96
                                                    ------
                                                       319
                                                    ------

 NET INCOME                                            408

   Preferred stock dividends                            18
                                                    ------
 NET INCOME FOR COMMON STOCK                          $390
                                                    ======

 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENT OF RETAINED EARNINGS
 FOR THE TWELVE MONTHS ENDED JUNE 30, 1995
 UNAUDITED
 (Millions)



 RETAINED EARNINGS AT June 30, 1994                 $1,738

 Add: Net income for common stock                      390
                                                    ------
                                                     2,128

 Deduct: Common stock dividends                        327
                                                    ------
 RETAINED EARNINGS AT June 30, 1995                 $1,801
                                                    ======

 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING
 AS OF JUNE 30, 1995
 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                            139
 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                           9
     Series 1977  6%, due November 1, 2007                          34
     Series 1984  7-7/8%, due September 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                                               (11)
Unamortized costs of reacquired debt                               (79)
Amount to be redeemed within one year                               (1)
                                                                ------
                                                                $1,469
                                                                ------

 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF JUNE 30, 1995
 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
     Series A, 5.9%, due December 1, 2007                           35
     Series 1984 7-7/8, due December 15, 2014                       12
 Unamortized discount                                               (5)
 Unamortized costs of reacquired debt                              (19)
 Amount to be redeemed within one year                             (25)
                                                                ------
                                                                  $378
                                                                ------

 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF JUNE 30, 1995
 UNAUDITED
 (Millions)

 SOUTHWESTERN ELECTRIC POWER COMPANY
 First mortgage bonds -
   Series V, 7-3/4%, due June 1, 2004                              $40
   Series W, 6-1/8%, due December 1, 1999                           40
   Series X, 7%, due September 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
     Series 1986, 8.2%, due July 1, 2014                            82
     1991 Series A, 8.2%, due August 1, 2011                        17
     1991 Series B, 6.9%, due November 1, 2004                      12
     Series 1992, 7.6%, due January 1, 2019                         54
 Bank loan, variable rate, due June 15, 2000                        50
 Railcar lease obligations                                          18
 Unamortized discount and premium                                   (4)
 Unamortized costs of reacquired debt                              (45)
 Amount to be redeemed within one year                              (5)
                                                                ------
                                                                  $596
                                                                ------
 WEST TEXAS UTILITIES COMPANY
 First mortgage bonds -
   Series 0, 9-1/4%, due December 1, 2019                          $55
   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
   Series T, 7-1/2%, due April 1, 2000                              40
 Installment sales agreement -
   Pollution control bonds
   Series 1984, 7-7/8%, due September 15, 2014                      44
 Unamortized discount and premium                                   (1)
 Unamortized costs of reacquired debt                              (26)
 Amount to be redeemed within one year                              (1)
                                                                ------
                                                                  $251
                                                                ------


 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF JUNE 30, 1995
 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, 7.650%, 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.                          ------
   Term loan facility, Variable rate, due
     December 1, 2001                                               60
                                                                ------
                                                                   $60
                                                                ------
   TOTAL CONSOLIDATED                                           $2,954
                                                                ======


 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF PREFERRED STOCK OUTSTANDING
 AS OF JUNE 30, 1995
 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
   Auction Money Market,   750,000 shares                           75
   Auction Series A,  425,000 shares                                42
   Auction Series B,  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
                                                                ======
 SUBJECT TO MANDATORY REDEMPTION

   SOUTHWESTERN ELECTRIC POWER COMPANY
     6.95% Series, 364,000 shares                                  $36
     Amount to be redeemed within one year                          (1)
                                                                ------
     Total Consolidated                                            $35
                                                                ======



 CENTRAL AND SOUTH WEST CORPORATION

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF JUNE 30, 1995
 UNAUDITED
 (Millions)

                                            Per     Pro Forma      Pro
                                           Books   Adjustments    Forma

 INVESTMENTS IN COMMON STOCK                   No proforma adjustments
   OF SUBSIDIARY
   COMPANIES (at equity)                   $3,358                   $3,358
                                           ------                   ------

 CURRENT ASSETS
   Cash and temporary cash investments          4                        4
   Advances to affiliates                     337                      337
   Prepayments and other                      207                      207
                                           ------                   ------
                                              548                      548
                                           ------                   ------
 DEFERRED CHARGES AND OTHER ASSETS             49                       49
                                           ------      ------       ------
                                           $3,955          $0       $3,955
                                           ======      ======       ======

 COMMON STOCK EQUITY
   Common stock, $3.50 par value,
     authorized 350,000,000 shares;
     issued and outstanding
     191,700,000 shares                      $671                     $671
   Paid-in capital                            586                      586
   Retained earnings                        1,801                    1,801
                                           ------                   ------
                                            3,058                    3,058
                                           ------                   ------
 CURRENT LIABILITIES
   Short-term debt                            846                      846
   Accounts payable and other                  17                       17
                                           ------                   ------
                                              863                      863
                                           ------                   ------
 DEFERRED CREDITS                              34                       34
                                           ------      ------       ------
                                           $3,955          $0       $3,955
                                           ======      ======       ======


 CENTRAL AND SOUTH WEST CORPORATION

 STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED JUNE 30, 1995
 UNAUDITED
 (Millions)


 INCOME

   Equity in earnings of subsidiaries
     Central Power and Light Company                              $196
     Public Service Company of Oklahoma                             75
     Southwestern Electric Power Company                           116
     West Texas Utilities Company                                   37
     Transok, Inc.                                                  23
     CSW Credit, Inc.                                                8
     CSW Energy, Inc.                                                8
     CSW Leasing, Inc.                                               0
     CSW International, Inc.                                        (2)
     CSW Communications, Inc.                                        0
     Central and South West Services, Inc.                           0
   Other Income                                                     38
                                                                ------
                                                                  $499
                                                                ------

 EXPENSES AND TAXES

    General and administrative expenses                             71
    Interest expense                                                47
    Federal income taxes                                           (12)
    Other                                                            3
                                                                ------
                                                                   109
                                                                ------
 NET INCOME                                                       $390
                                                                ======


 CENTRAL POWER AND LIGHT COMPANY

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF JUNE 30, 1995
 UNAUDITED
 (Millions)

                                            Per     Pro Forma      Pro
                                           Books   Adjustments    Forma

 ASSETS                                        No proforma adjustments

 ELECTRIC UTILITY PLANT
   Production                              $3,076                   $3,076
   Transmission                               458                      458
   Distribution                               855                      855
   General                                    220                      220
   Construction work in progress              158                      158
   Nuclear fuel                               163                      163
                                           ------                   ------
                                            4,930                    4,930
   Less - Accumulated depreciation
     and amortization                       1,471                    1,471
                                           ------                   ------
                                            3,459                    3,459
                                           ------                   ------
 CURRENT ASSETS
   Cash and temporary cash investments          2                        2
   Special deposits                             1                        1
   Accounts receivable                         49                       49
   Materials and supplies, at average cost     66                       66
   Fuel inventory, at average cost             24                       24
   Accumulated deferred income taxes            2                        2
   Prepayments and other                        5                        5
                                           ------                   ------
                                              149                      149
                                           ------                   ------
 DEFERRED CHARGES AND OTHER ASSETS
   Deferred STP costs                         488                      488
   Mirror CWIP asset                          317                      317
   Income tax related regulatory assets, 
     net                                      350                      350
   Other                                      106                      106
                                           ------                   ------
                                            1,261                    1,261
                                           ------      ------       ------
                                           $4,869          $0       $4,869
                                           ======      ======       ======



 CENTRAL POWER AND LIGHT COMPANY

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF JUNE 30, 1995
 UNAUDITED
 (Millions)



                                            Per     Pro Forma      Pro
                                           Books   Adjustment     Forma

 CAPITALIZATION AND LIABILITIES                No proforma adjustments

 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                         882                      882
                                           ------                   ------
      Total common stock equity             1,456                    1,456


    Preferred stock
     Not subject to mandatory redemption      250                      250
     Long-term debt                         1,469                    1,469
                                           ------                   ------
      Total capitalization                  3,175                    3,175
                                           ------                   ------

 CURRENT LIABILITIES
    Long-term debt due within twelve months     1                        1
    Advances from affiliates                  145                      145
    Accounts payable                           52                       52
    Accrued taxes                              50                       50
    Accrued interest                           23                       23
    Over-recovered fuel costs                  34                       34
    Refund due customers                       52                       52
    Other                                      23                       23
                                           ------                   ------
                                              380                      380
                                           ------                   ------

 DEFERRED CREDITS
    Income taxes                            1,119                    1,119
    Investment tax credits                    156                      156
    Mirror CWIP liability and other            39                       39
                                           ------                   ------
                                            1,314                    1,314
                                           ------      ------       ------
                                           $4,869          $0       $4,869
                                           ======      ======       ======


 CENTRAL POWER AND LIGHT COMPANY

 STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED JUNE 30, 1995
 UNAUDITED
 (Millions)



 ELECTRIC OPERATING REVENUE                         $1,073
                                                    ------

 OPERATING EXPENSES AND TAXES
   Fuel                                                298
   Purchased power                                      20
   Other operating                                     196
   Maintenance                                          63
   Depreciation and amortization                       147
   Taxes, other than federal income                     69
   Federal income taxes                                  9
                                                    ------
                                                       802
                                                    ------
 OPERATING INCOME                                      271
                                                    ------
 OTHER INCOME AND DEDUCTIONS
   Mirror CWIP liability amortization                   55
   Other                                                11
                                                    ------
                                                        66
                                                    ------

 INCOME BEFORE INTEREST CHARGES                        337
                                                    ------
 INTEREST CHARGES
   Interest on long-term debt                          114
   Interest on short-term debt and other                13
                                                    ------
                                                       127
                                                    ------

 NET INCOME                                            210

 PREFERRED STOCK DIVIDENDS                              14
                                                    ------
 NET INCOME FOR COMMON STOCK                          $196
                                                    ======


 CENTRAL POWER AND LIGHT COMPANY

 STATEMENT OF RETAINED EARNINGS
 FOR THE TWELVE MONTHS ENDED JUNE 30, 1995
 UNAUDITED
 (Millions)




 RETAINED EARNINGS AT June 30, 1994                   $901
 Add: Net income (loss) for common stock               196
                                                    ------
                                                     1,097
 Deduct: Common stock dividends                        213
         Other                                           2
                                                    ------
 RETAINED EARNINGS AT June 30, 1995                   $882
                                                    ======


 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES

 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
 JUNE 30, 1995
 UNAUDITED
 (Millions)

 No proforma adjustments




 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, 1995, other than in the ordinary course of business.



 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES

 CAPITALIZATION RATIOS
 PER BOOKS AND PRO FORMA
 AS OF JUNE 30, 1995

                                   Common Stock  Preferred   Long-term
                                      Equity       Stock       Debt(*)    
                                    -----------  ---------   ---------    

 Central and South West
   Corporation and
   Subsidiary Companies
   (Consolidated) Per books             48.2%        5.2%        46.6% 

 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                    45.8%        7.9%        46.3%  

 Central Power and Light
   Company Pro forma                   NO PRO FORMA ADJUSTMENTS




 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 1994 Annual Report on Form 10-K are hereby incorporated by 
reference and made a part of this report.


                                                               Page
                                                            Reference

 1994 Annual Report on Form 10-K                     pages 2-31 through 2-66
<PAGE>


<TABLE> <S> <C>

<ARTICLE> OPUR1
<SUBSIDIARY>
   <NUMBER> 001
   <NAME> CENTRAL AND SOUTH WEST CORP CONSOLIDATED
<MULTIPLIER> 1,000,000
       
<S>                             <C>                     
<PERIOD-TYPE>                   12-MOS                   
<FISCAL-YEAR-END>                          DEC-31-1995            
<PERIOD-END>                               JUN-30-1995            
<BOOK-VALUE>                                  PER-BOOK              
<TOTAL-NET-UTILITY-PLANT>                        7,401                 
<OTHER-PROPERTY-AND-INVEST>                        634                
<TOTAL-CURRENT-ASSETS>                           1,329                
<TOTAL-DEFERRED-CHARGES>                           515                 
<OTHER-ASSETS>                                   1,235                
<TOTAL-ASSETS>                                  11,114               
<COMMON>                                           671                 
<CAPITAL-SURPLUS-PAID-IN>                          586                 
<RETAINED-EARNINGS>                              1,801                
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   3,058                
                               35                 
                                        292                  
<LONG-TERM-DEBT-NET>                             2,904                 
<SHORT-TERM-NOTES>                                   0                  
<LONG-TERM-NOTES-PAYABLE>                           50                   
<COMMERCIAL-PAPER-OBLIGATIONS>                   1,594                
<LONG-TERM-DEBT-CURRENT-PORT>                       30                  
                            1                   
<CAPITAL-LEASE-OBLIGATIONS>                         12                  
<LEASES-CURRENT>                                     4                   
<OTHER-ITEMS-CAPITAL-AND-LIAB>                   3,134                  
<TOT-CAPITALIZATION-AND-LIAB>                   11,114               
<GROSS-OPERATING-REVENUE>                        3,443               
<INCOME-TAX-EXPENSE>                                95                
<OTHER-OPERATING-EXPENSES>                       2,743                  
<TOTAL-OPERATING-EXPENSES>                       2,838                  
<OPERATING-INCOME-LOSS>                            605                  
<OTHER-INCOME-NET>                                 122                  
<INCOME-BEFORE-INTEREST-EXPEN>                     727                  
<TOTAL-INTEREST-EXPENSE>                           319                  
<NET-INCOME>                                       408                  
                         18                  
<EARNINGS-AVAILABLE-FOR-COMM>                      390                  
<COMMON-STOCK-DIVIDENDS>                           326                  
<TOTAL-INTEREST-ON-BONDS>                          223                  
<CASH-FLOW-OPERATIONS>                             843                  
<EPS-PRIMARY>                                     2.04                  
<EPS-DILUTED>                                     2.04                  
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> OPUR1
<SUBSIDIARY>
   <NUMBER> 002
   <NAME> CENTRAL AND SOUTH WEST CORP
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                            0
<OTHER-PROPERTY-AND-INVEST>                      3,358
<TOTAL-CURRENT-ASSETS>                             548
<TOTAL-DEFERRED-CHARGES>                            49
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                   3,955
<COMMON>                                           671
<CAPITAL-SURPLUS-PAID-IN>                          586
<RETAINED-EARNINGS>                              1,801
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   3,058
                                0
                                          0
<LONG-TERM-DEBT-NET>                                 0
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                     846
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                      51
<TOT-CAPITALIZATION-AND-LIAB>                    3,955
<GROSS-OPERATING-REVENUE>                            0
<INCOME-TAX-EXPENSE>                              (12)
<OTHER-OPERATING-EXPENSES>                          74
<TOTAL-OPERATING-EXPENSES>                          62
<OPERATING-INCOME-LOSS>                           (62)
<OTHER-INCOME-NET>                                 499
<INCOME-BEFORE-INTEREST-EXPEN>                     437
<TOTAL-INTEREST-EXPENSE>                            47
<NET-INCOME>                                       390
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                      390
<COMMON-STOCK-DIVIDENDS>                           326
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                             247
<EPS-PRIMARY>                                     2.04
<EPS-DILUTED>                                     2.04
        
<PAGE>

</TABLE>

<TABLE> <S> <C>

<ARTICLE> OPUR1
<CIK> 0000018734
<NAME> CENTRAL POWER AND LIGHT COMPANY
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                        3,459
<OTHER-PROPERTY-AND-INVEST>                          2
<TOTAL-CURRENT-ASSETS>                             149
<TOTAL-DEFERRED-CHARGES>                         1,155
<OTHER-ASSETS>                                     104
<TOTAL-ASSETS>                                   4,869
<COMMON>                                           169
<CAPITAL-SURPLUS-PAID-IN>                          405
<RETAINED-EARNINGS>                                882
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   1,456
                                0
                                        250
<LONG-TERM-DEBT-NET>                             1,469
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        1
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                   1,693
<TOT-CAPITALIZATION-AND-LIAB>                    4,869
<GROSS-OPERATING-REVENUE>                        1,073
<INCOME-TAX-EXPENSE>                                 9
<OTHER-OPERATING-EXPENSES>                         793
<TOTAL-OPERATING-EXPENSES>                         802
<OPERATING-INCOME-LOSS>                            271
<OTHER-INCOME-NET>                                  66
<INCOME-BEFORE-INTEREST-EXPEN>                     337
<TOTAL-INTEREST-EXPENSE>                           127
<NET-INCOME>                                       210
                         14
<EARNINGS-AVAILABLE-FOR-COMM>                      196
<COMMON-STOCK-DIVIDENDS>                           213
<TOTAL-INTEREST-ON-BONDS>                          114
<CASH-FLOW-OPERATIONS>                             374
<EPS-PRIMARY>                                     1.01
<EPS-DILUTED>                                     1.01
        
                                          

</TABLE>


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