CENTRAL POWER & LIGHT CO /TX/
U-1/A, 1995-03-31
ELECTRIC SERVICES
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  <PAGE> 1
                                                              File No. 70-8597 




                         SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549


                                 AMENDMENT NO. 1 TO

                          FORM U-1 APPLICATION-DECLARATION

                                      UNDER THE

                     PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                              _________________________

                           CENTRAL POWER AND LIGHT COMPANY
                             539 North Carancahua Street
                             Corpus Christi, Texas 78401

                 (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 S. Briones, Treasurer
                           Central Power and Light Company
                             539 North Carancahua Street
                             Corpus Christi, Texas 78401

                           Stephen J. McDonnell, Treasurer
                         Central and South West Corporation
                            1616 Woodall Rodgers Freeway
                                   P.O. Box 660164
                              Dallas, Texas 75266-0164

                                Joris M. Hogan, Esq.
                           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 (the "Company"), a Texas corporation,
is a wholly-owned electric public utility subsidiary of Central and South West
Corporation ("CSW"), a Delaware corporation and a registered holding company
under the Public Utility Holding Company Act of 1935, as amended (the "Act"),
hereby amends its Form U-1 Application-Declaration in File No. 70-8597 in the
following respects.

Item 6.   Exhibits and Financial Statements.

          Item 6 is hereby amended to file the following exhibit:

          Exhibit 8 -  Financial Statements per books and pro forma as of
                       December 31, 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, as amended, the undersigned Company has duly caused this document
to be signed on its behalf by the undersigned thereunto duly authorized.
          Dated:  March 31, 1995


                                      CENTRAL POWER AND LIGHT COMPANY


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



  <PAGE> 1

                                INDEX OF EXHIBITS

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

   8             Financial Statements per books and pro             Electronic
                 forma as of December 31, 1994.




  <PAGE> 1

                                                                  EXHIBIT 8 
                                                                  --------- 


                                          INDEX
                                           TO
                                  FINANCIAL STATEMENTS


                                                                        Page
                                                                       Number
 CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES

 Consolidated Balance Sheets - Per Books and Pro Forma
   as of December 31, 1994                                              2 - 3

 Consolidated Statement of Income for the Twelve Months Ended
   December 31, 1994                                                      4

 Consolidated Statement of Retained Earnings for the Twelve
   Months Ended December 31, 1994                                         5

 Statements of Long-Term Debt Outstanding as of December 31, 1994       6 - 9

 Statements of Preferred Stock Outstanding as of December 31, 1994       10

 CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)

 Balance Sheets - Per Books and Pro Forma as of December 31, 1994        11

 Statement of Income for the Twelve Months Ended December 31, 1994       12

 CENTRAL POWER AND LIGHT COMPANY

 Balance Sheets - Per Books and Pro Forma as of December 31, 1994     13 - 14

 Statement of Income for the Twelve Months Ended December 31, 1994       15

 Statement of Retained Earnings for the Twelve Months Ended
   December 31, 1994                                                     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


  <PAGE> 2
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)

                                                 Per     Pro Forma      Pro
                                                Books   Adjustments    Forma

 ASSETS

 PLANT
   Electric utility
     Production                                 $5,802        $150    $5,952
     Transmission                                1,377                 1,377
     Distribution                                2,539                 2,539
     General                                       764                   764
     Construction work in progress                 412                   412
     Nuclear fuel                                  161                   161
   Gas                                             798                   798
   Other diversified                                15                    15
                                                ------      ------    ------
                                                11,868         150    12,018
   Less - Accumulated depreciation               3,870                 3,870
                                                ------      ------    ------
                                                 7,998         150     8,148
                                                ------      ------    ------
 CURRENT ASSETS
   Cash and temporary cash investments              27                    27
   Accounts receivable                             761                   761
   Materials and supplies, at average cost         162                   162
   Fuel inventory, substantially at average cost   118                   118
   Gas inventory/products for resale                23                    23
   Unrecovered fuel cost                            54                    54
   Prepayments and other                            44                    44
                                                ------                ------
                                                 1,189                 1,189
                                                ------                 ------
 DEFERRED CHARGES AND OTHER ASSETS
   Deferred plant costs                            516                   516
   Mirror CWIP asset - net                         322                   322
   Other non-utility investments                   394                   394
   Income tax related regulatory assets, net       216                   216
   Other                                           274                   274
                                                ------                ------
                                                 1,722                 1,722
                                                ------      ------    ------
                                               $10,909        $150   $11,059
                                                ======      ======    ======


  <PAGE> 3
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF DECEMBER 31, 1994
 UNAUDITED
 (Millions)

                                                 Per     Pro Forma      Pro
                                                Books   Adjustments    Forma

 CAPITALIZATION AND LIABILITIES

 CAPITALIZATION
   Common Stock Equity -
     Common stock, $3.50 par value, authorized
     350,000,000 shares; issued and outstanding
        190,570,000 shares                        $667                  $667
     Paid-in capital                               560                   560
     Retained earnings                           1,824                 1,824
                                                ------                ------
     Total Common Stock Equity                   3,051                 3,051

   Preferred stock
     Not subject to mandatory redemption           292                   292
     Subject to mandatory redemption                35                    35
   Long-term debt                                2,941         150     3,091
                                                ------      ------    ------
     Total Capitalization                        6,319         150     6,469
                                                ------      ------    ------
 CURRENT LIABILITIES
   Long-term debt/preferred stock
     due within twelve months                        7                     7
   Short-term debt                                 910                   910
   Short-term debt - CSW Credit                    573                   573
   Accounts payable                                286                   286
   Accrued taxes                                   111                   111
   Accrued interest                                 61                    61
   Accrued restructuring charges                     4                     4
   Other                                           155                   155
                                                ------                ------
                                                 2,107                 2,107
                                                ------                ------
DEFERRED CREDITS
   Income taxes                                  2,048                 2,048
   Investment tax credits                          320                   320
   Mirror CWIP liability and other                 115                   115
                                                ------                ------
                                                 2,483                 2,483
                                                ------      ------    ------
                                               $10,909        $150   $11,059
                                                ======      ======    ======


  <PAGE> 4
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
 UNAUDITED
 (Millions)



 OPERATING REVENUES                                 $3,623
                                                   ------
 OPERATING EXPENSES AND TAXES
   Fuel and purchased power                          1,161
   Gas purchased for resale                            276
   Gas extraction and marketing                         98
   Other operating                                     596
   Restructuring charges                                (9)
   Maintenance                                         176
   Depreciation and amortization                       356
   Taxes, other than federal income                    196
   Federal income taxes                                179
                                                    ------
                                                     3,029
                                                    ------
 OPERATING INCOME                                      594
                                                    ------
 OTHER INCOME AND DEDUCTIONS
   Mirror CWIP liability amortization                   68
   Other                                                43
                                                    ------
                                                       111

 INCOME BEFORE INTEREST CHARGES                        705
                                                    ------
 INTEREST CHARGES
   Interest on long-term debt                          218
   Interest on short-term debt and other                75
                                                    ------
                                                       293
                                                    ------

 NET INCOME                                            412

   Preferred stock dividends                            18
                                                    ------
 NET INCOME FOR COMMON STOCK                          $394
                                                    ======


  <PAGE> 5
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENT OF RETAINED EARNINGS
 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
 UNAUDITED
 (Millions)



 RETAINED EARNINGS AT December 31, 1993             $1,753

 Add: Net income for common stock                      394
                                                    ------
                                                     2,147

 Deduct: Common stock dividends                        323
                                                    ------
 RETAINED EARNINGS AT December 31, 1994             $1,824
                                                    ======

  <PAGE> 6
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING
 AS OF DECEMBER 31, 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                            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
 Note payable, 6.5% due 1995                                         1
Unamortized discount                                               (12)
Unamortized costs of reacquired debt                               (82)
Amount to be redeemed within one year                               (1)
                                                                ------
                                                                $1,467
                                                                ------


  <PAGE> 7
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF DECEMBER 31, 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
     Series A, 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                              (20)
                                                                ------
                                                                  $403
                                                                ------


  <PAGE> 8
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF DECEMBER 31, 1994
 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                              (46)
 Amount to be redeemed within one year                              (4)
                                                                ------
                                                                  $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
 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                              (27)
 Amount to be redeemed within one year                              (1)
                                                                ------
                                                                  $210
                                                                ------



  <PAGE> 9
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF DECEMBER 31, 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, 7.650%, 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


  <PAGE> 10
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF DECEMBER 31, 1994
 UNAUDITED
 (millions) (CONTINUED)


 CENTRAL AND SOUTH WEST SERVICES, INC.                          ------
   Note payable, 9%, due February 1, 2008                           $5
   Term loan facility, Variable rate, due
     December 1, 2001                                               60
                                                                ------
                                                                   $65
                                                                ------
   TOTAL CONSOLIDATED                                           $2,941
                                                                ======


  <PAGE> 11
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF PREFERRED STOCK OUTSTANDING
 AS OF DECEMBER 31, 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
   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
                                                                ======
 

  <PAGE> 12
 CENTRAL AND SOUTH WEST CORPORATION

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF DECEMBER 31, 1994
 UNAUDITED
 (Millions)

                                                 Per     Pro Forma      Pro
                                                Books   Adjustments    Forma

 INVESTMENTS IN COMMON STOCK                  No proforma adjustment
   OF SUBSIDIARY
   COMPANIES (at equity)                        $3,248                $3,248
                                                ------                ------

 CURRENT ASSETS
   Cash and temporary cash investments               2                     2
   Advances to affiliates                          436                   436
   Prepayments and other                           270                   270
                                                ------                ------
                                                   708                   708
                                                ------                ------
 DEFERRED CHARGES AND OTHER ASSETS                  58                    58
                                                ------      ------    ------
                                                $4,014          $0    $4,014
                                                ======      ======    ======

 COMMON STOCK EQUITY
   Common stock, $3.50 par value,
     authorized 350,000,000 shares;
     issued and outstanding
     190,570,000 shares                           $667                  $667
   Paid-in capital                                 560                   560
   Retained earnings                             1,824                 1,824
                                                ------                ------
                                                 3,051                 3,051
                                                ------                ------
 CURRENT LIABILITIES
   Short-term debt                                 910                   910
   Accounts payable and other                       38                    38
                                                ------                 ------
                                                   948                   948
                                                ------                ------
 DEFERRED CREDITS                                   15                    15
                                                ------      ------    ------
                                                $4,014          $0    $4,014
                                                ======      ======    ======




  <PAGE> 13
 CENTRAL AND SOUTH WEST CORPORATION

 STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
 UNAUDITED
 (Millions)


 INCOME

   Equity in earnings of subsidiaries
     Central Power and Light Company                              $192
     Public Service Company of Oklahoma                             67
     Southwestern Electric Power Company                           102
     West Texas Utilities Company                                   37
     Transok, Inc.                                                  25
     CSW Credit, Inc.                                                7
     CSW Energy, Inc.                                                2
     CSW Leasing, Inc.                                               1
     CSW International, Inc.                                        (1)
     Central and South West Services, Inc.                           0
   Other Income                                                     29
                                                                ------
                                                                  $461
                                                                ------

 EXPENSES AND TAXES

    General and administrative expenses                             28
    Interest expense                                                33
    Federal income taxes                                             3
    Other                                                            3
                                                                ------
                                                                    67
                                                                ------
 NET INCOME                                                       $394
                                                                ======


  <PAGE> 14
 CENTRAL POWER AND LIGHT COMPANY

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF DECEMBER 31, 1994
 UNAUDITED
 (Millions)

                                                 Per     Pro Forma      Pro
                                                Books   Adjustments    Forma

 ASSETS

 ELECTRIC UTILITY PLANT
   Production                                   $3,070        $150    $3,220
   Transmission                                    451                   451
   Distribution                                    828                   828
   General                                         217                   217
   Construction work in progress                   143                   143
   Nuclear fuel                                    161                   161
                                                ------      ------    ------
                                                 4,870         150     5,020
   Less - Accumulated depreciation
     and amortization                            1,400                 1,400
                                                ------      ------    ------
                                                 3,470         150     3,620
                                                ------      ------    ------
 CURRENT ASSETS
   Cash and temporary cash investments               1                     1
   Special deposits                                  1                     1
   Accounts receivable                              30                    30
   Materials and supplies, at average costs         66                    66
   Fuel inventory, at average cost                  23                    23
   Unrecovered fuel cost                            54                    54
   Prepayments and other                             2                     2
                                                ------                ------
                                                   177                   177
                                                ------                ------
 DEFERRED CHARGES AND OTHER ASSETS
   Deferred STP costs                              489                   489
   Mirror CWIP asset                               322                   322
   Income tax related regulatory assets, net       288                   288
   Other                                            77                    77
                                                ------                ------
                                                 1,176                 1,176
                                                ------      ------    ------
                                                $4,823        $150    $4,973
                                                ======      ======    ======



  <PAGE> 15
 CENTRAL POWER AND LIGHT COMPANY

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF DECEMBER 31, 1994
 UNAUDITED
 (Millions)


                                                 Per     Pro Forma      Pro
                                                Books   Adjustment     Forma
 CAPITALIZATION AND LIABILITIES

 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                              857                   857
                                                ------                ------
      Total common stock equity                  1,431                 1,431


    Preferred stock
     Not subject to mandatory redemption           250                   250
     Long-term debt                              1,467         150     1,617
                                                ------      ------    ------
      Total capitalization                       3,148         150     3,298
                                                ------      ------    ------

 CURRENT LIABILITIES
    Long-term debt and preferred stock
     due within twelve months                        1                     1
    Advances from affiliates                       161                   161
    Accounts payable                                75                    75
    Accrued taxes                                   60                    60
    Accrued interest                                25                    25
    Accrued restructuring charges                    1                     1
    Deferred  income taxes                          14                    14
    other                                           30                    30
                                                ------                ------
                                                   367                   367
                                                ------                ------

 DEFERRED CREDITS
    Income taxes                                 1,087                 1,087
    Investment tax credits                         159                   159
    Mirror CWIP liability and other                 62                    62
                                                ------                ------
                                                 1,308                 1,308
                                                ------      ------    ------
                                                $4,823        $150    $4,973
                                                ======      ======    ======


  <PAGE> 16
 CENTRAL POWER AND LIGHT COMPANY

 STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
 UNAUDITED
 (Millions)



 ELECTRIC OPERATING REVENUE                         $1,218
                                                    ------

 OPERATING EXPENSES AND TAXES
   Fuel                                                329
   Purchased power                                      42
   Other operating                                     225
   Maintenance                                          69
   Depreciation and amortization                       142
   Taxes, other than federal income                     80
   Federal income taxes                                 75
                                                    ------
                                                       962
                                                    ------
 OPERATING INCOME                                      256
                                                    ------
 OTHER INCOME AND DEDUCTIONS
   Mirror CWIP liability amortization                   68
   Other                                                 3
                                                    ------
                                                        71
                                                    ------
 
 INCOME BEFORE INTEREST CHARGES                        327
                                                    ------
 INTEREST CHARGES
   Interest on long-term debt                          111
   Interest on short-term debt and other                10
                                                    ------
                                                       121
                                                    ------

 NET INCOME                                            206

 PREFERRED STOCK DIVIDENDS                              14
                                                    ------
 NET INCOME FOR COMMON STOCK                          $192
                                                    ======




  <PAGE> 17
 CENTRAL POWER AND LIGHT COMPANY

 STATEMENT OF RETAINED EARNINGS
 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
 UNAUDITED
 (Millions)




 RETAINED EARNINGS AT December 31, 1993               $850
 Add: Net income (loss) for common stock               192
                                                    ------
                                                     1,042
 Deduct: Common stock dividends                        183
         Other                                           2
                                                    ------
 RETAINED EARNINGS AT December 31, 1994               $857
                                                    ======


  <PAGE> 18
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES

 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
 DECEMBER 31, 1994
 UNAUDITED
 (Millions)
                                                           DR          CR

CENTRAL AND SOUTH WEST CORPORATION AND
  SUBSIDIARY COMPANIES

Cash                                                       475
  Long Term Debt                                                        475
 To record issuance of New Bonds

Long Term Debt                                             325
  Cash                                                                  325
 To record refund of Old Bonds

Electric Plant - Production                                150
  Cash                                                                  150
 To record purchase and installation of
  pollution control equipment

CENTRAL POWER AND LIGHT COMPANY

Cash                                                       475
  Long Term Debt                                                        475
 To record issuance of New Bonds

Long Term Debt                                             325
  Cash                                                                  325
 To record refund of Old Bonds

Electric Plant - Production                                150
  Cash                                                                  150
 To record purchase and installation of
  pollution control equipment


Note: JE's assume (1) issuance of $325 mm refunding bonds and $150 mm 
      new money bonds for the purchase of Solid Waste facilities, and 
      (2) ignores premium or discounts on bonds.





  <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 December 31, 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 DECEMBER 31, 1994

                                          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                   47.2%         5.0%       47.8%

 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                          45.4%         7.9%       46.7%

 Central Power and Light
   Company Pro forma                          43.4%         7.6%       49.0%


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



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<SUBSIDIARY>
  <NUMBER> 001
  <NAME> CENTRAL AND SOUTH WEST CONSOLIDATED
<MULTIPLIER> 1,000,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   12-MOS                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994             DEC-31-1994
<PERIOD-END>                               DEC-31-1994             DEC-31-1994
<BOOK-VALUE>                                  PER-BOOK               PRO-FORMA
<TOTAL-NET-UTILITY-PLANT>                        7,388                   7,538
<OTHER-PROPERTY-AND-INVEST>                        610                     610
<TOTAL-CURRENT-ASSETS>                           1,189                   1,189
<TOTAL-DEFERRED-CHARGES>                           516                     516
<OTHER-ASSETS>                                   1,206                   1,206
<TOTAL-ASSETS>                                  10,909                  11,059
<COMMON>                                           667                     667
<CAPITAL-SURPLUS-PAID-IN>                          560                     560
<RETAINED-EARNINGS>                              1,824                   1,824
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   3,051                   3,051
                               35                      35
                                        292                     292
<LONG-TERM-DEBT-NET>                             2,877                   3,027
<SHORT-TERM-NOTES>                                   0                       0
<LONG-TERM-NOTES-PAYABLE>                           50                      50
<COMMERCIAL-PAPER-OBLIGATIONS>                   1,483                   1,483
<LONG-TERM-DEBT-CURRENT-PORT>                        6                       6
                            1                       1
<CAPITAL-LEASE-OBLIGATIONS>                         14                      14
<LEASES-CURRENT>                                     4                       4
<OTHER-ITEMS-CAPITAL-AND-LIAB>                   3,096                   3,096
<TOT-CAPITALIZATION-AND-LIAB>                   10,909                  11,059
<GROSS-OPERATING-REVENUE>                        3,623                       0
<INCOME-TAX-EXPENSE>                               179                       0
<OTHER-OPERATING-EXPENSES>                       2,850                       0
<TOTAL-OPERATING-EXPENSES>                       3,029                       0
<OPERATING-INCOME-LOSS>                            594                       0
<OTHER-INCOME-NET>                                 111                       0
<INCOME-BEFORE-INTEREST-EXPEN>                     705                       0
<TOTAL-INTEREST-EXPENSE>                           293                       0
<NET-INCOME>                                       412                       0
                         18                       0
<EARNINGS-AVAILABLE-FOR-COMM>                      394                       0
<COMMON-STOCK-DIVIDENDS>                           323                       0
<TOTAL-INTEREST-ON-BONDS>                          218                       0
<CASH-FLOW-OPERATIONS>                             764                       0
<EPS-PRIMARY>                                     2.08                       0
<EPS-DILUTED>                                     2.08                       0
        




</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<SUBSIDIARY>
  <NUMBER> 002
<NAME> CENTRAL AND SOUTH WEST CORPORATION
<MULTIPLIER> 1,000,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   12-MOS                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994             DEC-31-1994
<PERIOD-END>                               DEC-31-1994             DEC-31-1994
<BOOK-VALUE>                                  PER-BOOK               PRO-FORMA
<TOTAL-NET-UTILITY-PLANT>                            0                       0
<OTHER-PROPERTY-AND-INVEST>                      3,248                   3,248
<TOTAL-CURRENT-ASSETS>                             708                     708
<TOTAL-DEFERRED-CHARGES>                            58                      58
<OTHER-ASSETS>                                       0                       0
<TOTAL-ASSETS>                                   4,014                   4,014
<COMMON>                                           667                     667
<CAPITAL-SURPLUS-PAID-IN>                          560                     560
<RETAINED-EARNINGS>                              1,824                   1,824
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   3,051                   3,051
                                0                       0
                                          0                       0
<LONG-TERM-DEBT-NET>                                 0                       0
<SHORT-TERM-NOTES>                                   0                       0
<LONG-TERM-NOTES-PAYABLE>                            0                       0
<COMMERCIAL-PAPER-OBLIGATIONS>                     910                     910
<LONG-TERM-DEBT-CURRENT-PORT>                        0                       0
                            0                       0
<CAPITAL-LEASE-OBLIGATIONS>                          0                       0
<LEASES-CURRENT>                                     0                       0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                      53                      53
<TOT-CAPITALIZATION-AND-LIAB>                    4,014                   4,014
<GROSS-OPERATING-REVENUE>                            0                       0
<INCOME-TAX-EXPENSE>                                 3                       0
<OTHER-OPERATING-EXPENSES>                          31                       0
<TOTAL-OPERATING-EXPENSES>                          34                       0
<OPERATING-INCOME-LOSS>                            (34)                      0
<OTHER-INCOME-NET>                                 461                       0
<INCOME-BEFORE-INTEREST-EXPEN>                     427                       0
<TOTAL-INTEREST-EXPENSE>                            33                       0
<NET-INCOME>                                       394                       0
                          0                       0
<EARNINGS-AVAILABLE-FOR-COMM>                      394                       0
<COMMON-STOCK-DIVIDENDS>                           323                       0
<TOTAL-INTEREST-ON-BONDS>                            0                       0
<CASH-FLOW-OPERATIONS>                             235                       0
<EPS-PRIMARY>                                     2.08                       0
<EPS-DILUTED>                                     2.08                       0
        




</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<CIK>   0000018734
<NAME> CENTRAL POWER AND LIGHT COMPANY
<MULTIPLIER> 1,000,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   12-MOS                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994             DEC-31-1994
<PERIOD-END>                               DEC-31-1994             DEC-31-1994
<BOOK-VALUE>                                  PER-BOOK               PRO-FORMA
<TOTAL-NET-UTILITY-PLANT>                        3,470                   3,620
<OTHER-PROPERTY-AND-INVEST>                          2                       2
<TOTAL-CURRENT-ASSETS>                             177                     177
<TOTAL-DEFERRED-CHARGES>                         1,099                   1,099
<OTHER-ASSETS>                                      75                      75
<TOTAL-ASSETS>                                   4,823                   4,973
<COMMON>                                           169                     169
<CAPITAL-SURPLUS-PAID-IN>                          405                     405
<RETAINED-EARNINGS>                                857                     857
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   1,431                   1,431
                                0                       0
                                        250                     250
<LONG-TERM-DEBT-NET>                             1,467                   1,617
<SHORT-TERM-NOTES>                                   0                       0
<LONG-TERM-NOTES-PAYABLE>                            0                       0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        1                       1
                            0                       0
<CAPITAL-LEASE-OBLIGATIONS>                          0                       0
<LEASES-CURRENT>                                     0                       0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                   1,674                   1,674
<TOT-CAPITALIZATION-AND-LIAB>                    4,823                   4,973
<GROSS-OPERATING-REVENUE>                        1,218                       0
<INCOME-TAX-EXPENSE>                                75                       0
<OTHER-OPERATING-EXPENSES>                         887                       0
<TOTAL-OPERATING-EXPENSES>                         962                       0
<OPERATING-INCOME-LOSS>                            256                       0
<OTHER-INCOME-NET>                                  71                       0
<INCOME-BEFORE-INTEREST-EXPEN>                     327                       0
<TOTAL-INTEREST-EXPENSE>                           121                       0
<NET-INCOME>                                       206                       0
                         14                       0
<EARNINGS-AVAILABLE-FOR-COMM>                      192                       0
<COMMON-STOCK-DIVIDENDS>                           183                       0
<TOTAL-INTEREST-ON-BONDS>                          111                       0
<CASH-FLOW-OPERATIONS>                             311                       0
<EPS-PRIMARY>                                     1.01                       0
<EPS-DILUTED>                                     1.01                       0
        





</TABLE>


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