CENTRAL & SOUTH WEST SERVICES INC
U-13-60, 1994-04-29
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                  FORM U-13-60

                                  ANNUAL REPORT
                                        
                                 FOR THE PERIOD
                                        
            Beginning  January 1, 1993 and  Ending  December 31, 1993
                                        
                                        
                                     TO THE
                                        
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                                        
                                       OF


                       CENTRAL AND SOUTH WEST SERVICES, INC.
                         (Exact Name of Reporting Company)

A           Subsidiary          SERVICE COMPANY
    ("Mutual" or "Subsidiary")


Date of Incorporation  January 8, 1969  If not Incorporated, Date of
Organization


State or Sovereign Power under which Incorporated or Organized           Texas


Location of Principal Executive Offices of Reporting Company      Dallas, Texas


Name, title, and address of officer to whom correspondence concerning this
report should be addressed:


Robert M. Spratling  Controller  P.O. Box 660164    Dallas, Texas   75266-0164
     (Name)           (Title)                   (Address)

                                        
         Name of Principal Holding Company Whose Subsidiaries are served by
Reporting Company:

                      CENTRAL AND SOUTH WEST CORPORATION

<PAGE> 1
                      INSTRUCTIONS FOR USE OF FORM U-13-60
                                        
 1.   Time  of Filing.--Rule 94 provides that on or before the first day of  May
      in  each  calendar year, each mutual service company and  each  subsidiary
      service  company  as to which the Commission shall have made  a  favorable
      finding  pursuant to Rule 88, and every service company whose  application
      for  approval  or  declaration pursuant to Rule 88 is pending  shall  file
      with  the  Commission an annual report on Form U-13-60 and  in  accordance
      with the Instructions for that form.

 2.   Number  of  Copies.--Each annual report shall be filed in duplicate.   The
      company  should prepare and retain at least one extra copy for  itself  in
      case correspondence with reference to the report becomes necessary.

 3.   Period  Covered  by Report.--The first report filed by any  company  shall
      cover  the  period  from  the  date the Uniform  System  of  Accounts  was
      required to be made effective as to that company under Rules 82 and 93  to
      the  end of that calendar year. Subsequent reports should cover a calendar
      year.

 4.   Report  Format.--Reports shall be submitted on the forms prepared  by  the
      Commission.  If  the  space  provided  on  any  sheet  of  such  form   is
      inadequate, additional sheets may be inserted of the same size as a  sheet
      of the form or folded to each size.

 5.   Money  Amounts  Displayed.--All money amounts  required  to  be  shown  in
      financial  statements may be expressed in whole dollars, in  thousands  of
      dollars or in hundred thousands of dollars, as appropriate and subject  to
      provisions of Regulation S-X (210.3-01(b)).

 6.   Deficits Displayed.--Deficits and other like entries shall be indicated by
      the  use  of either brackets or a parenthesis with corresponding reference
      in footnotes. (Regulation S-X,210.3-01(c))

 7.   Major Amendments or Corrections.--Any company desiring to amend or correct
      a  major  omission or error in a report after it has been filed  with  the
      Commission  shall  submit an amended report including  only  those  pages,
      schedules,  and  entries that are to be amended  or  corrected.   A  cover
      letter  shall  be  submitted requesting the Commission to incorporate  the
      amended  report  changes and shall be signed by a duly authorized  officer
      of the company.

 8.   Definitions.--Definitions contained in Instruction  01-8  to  the  Uniform
      System  of  Accounts  for Mutual Service Companies and Subsidiary  Service
      Companies,  Public  Utility  Holding  Company  Act  of  1935,  as  amended
      February  2,  1979 shall be applicable to words or terms used specifically
      within this Form U-13-60.

 9.   Organization  Chart.--The service company shall submit  with  each  annual
      report a copy of its current organization chart.

10.   Methods of Allocation.--The service company shall submit with each  annual
      report  a  listing of the currently effective methods of allocation  being
      used  by  the service company and on file with the Securities and Exchange
      Commission pursuant to the Public Utility Holding Company Act of 1935.

11.   Annual  Statement of Compensation for Use of Capital Billed.--The  service
      company  shall  submit  with  each annual report  a  copy  of  the  annual
      statement  supplied to each associate company in support of the amount  of
      compensation for use of capital billed during the calendar year.

<PAGE> 2


                  LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
                                        
                                        
                                                              Schedule or   Page
      Description  of  Schedules  and  Accounts              Account Number
Number

Comparative Balance Sheet ..................................  Schedule I     3-4

Service Company Property ...................................  Schedule II      5

Accumulated Provision for Depreciation and Amortization
   of  Service  Company Property ...........................  Schedule III     6

Investments ................................................  Schedule IV      7

Accounts  Receivable  from  Associate  Companies  ..........  Schedule V       8

Fuel  Stock  Expenses  Undistributed  ......................  Schedule VI      9

Stores  Expense  Undistributed  ............................  Schedule VII     9

Miscellaneous  Current  and Accrued Assets .................  Schedule VIII   10

Miscellaneous  Deferred  Debits  ...........................  Schedule IX     10

Research,  Development,  or  Demonstration  Expenditures  ..  Schedule X      10

Proprietary   Capital  .....................................  Schedule XI     11

Long-Term  Debt  ...........................................  Schedule XII    12

Current  and  Accrued Liabilities ..........................  Schedule XIII   13

Notes  to  Financial  Statements ...........................  Schedule XIV    14

Comparative  Income  Statement  ............................  Schedule XV     15

Analysis  of  Billing  -  Associate Companies ..............  Account 457     16

Analysis  of  Billing  -  Nonassociate Companies ...........  Account 458     17

Analysis of Charges for Service - Associate and
   Nonassociate  Companies  ................................  Schedule XVI    18

Schedule  of  Expense by Department or Service Function ....  Schedule XVII   19

Departmental Analysis of Salaries ..........................   Account 920    20

Outside  Services  Employed  ...............................   Account 923    21

Employee  Pensions  and  Benefits  .........................   Account 926    22

General  Advertising  Expenses .............................   Account 930.1  22

Miscellaneous  General  Expenses ...........................   Account 930.2  23

Rents   ....................................................   Account 931    23

Taxes  Other  Than  Income  Taxes ..........................   Account 408    24

Donations  .................................................   Account 426.1  25

Other  Deductions  .........................................   Account 426.5  26

Notes  to  Statement of Income .............................   Schedule XVIII 27


<PAGE> 2a

                  LISTING OF INSTRUCTIONAL FILING REQUIREMENTS
                                        
                                                                           Page
    Description of Reports or Statements                                  Number

Organization   Chart   .....................................                  28

Methods   of  Allocation  ..................................                  29

Annual Statement of Compensation for Use of Capital Billed .                  30

                                        
<PAGE> 3                                        
             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                     SCHEDULE I - COMPARATIVE BALANCE SHEET
                                   (thousands)
                                        
Give balance sheet of the Company as of December 31 of the current and prior 
year.
 _______________________________________________________________________________
|ACCOUNT              ASSETS AND OTHER DEBITS            |  AS OF DECEMBER 31  |
                                                         | CURRENT  |  PRIOR   |
        SERVICE COMPANY PROPERTY                         |          |          |
                                                         |          |          |
    101   Service company property  (Schedule II)        | $ 97,041 |  $55,622 |
    107   Construction work in progress (Schedule  II)   |        0 |   15,374 |
            Total  Property                              |   97,041 |   70,996 |
                                                         |          |          |
    108  Less accumulated provision for depreciation and |          |          |
         amortization of service company property        |          |          |
         (Schedule III)                                  |   12,656 |   11,153 |
           Net  Service  Company Property                |   84,385 |   59,843 |
                                                         |          |          |
          INVESTMENTS                                    |          |          |
                                                         |          |          |
   123  Investments in associate companies (Schedule IV) |        0 |        0 |
   124  Other investments (Schedule IV)                  |    1,539 |    1,809 |
          Total Investments                              |    1,539 |    1,809 |
                                                         |          |          |
         CURRENT  AND  ACCRUED  ASSETS                   |          |          |
                                                         |          |          |
   131  Cash                                             |        2 |        2 |
   134  Special deposits                                 |      314 |       57 |
   135  Working funds                                    |       83 |       62 |
   136  Temporary cash investments (Schedule IV)         |        0 |        0 |
   141  Notes receivable                                 |      855 |      609 |
   143  Accounts receivable                              |    2,512 |      297 |
   144  Accumulated provision of uncollectible accounts  |        0 |        0 |
   146  Accounts receivable from associate               |          |          |
        companies (Schedule V)                           |   12,802 |   12,510 |
   152  Fuel stock expenses undistributed (Schedule VI)  |        0 |        0 |
   154  Materials and supplies                           |        0 |        0 |
   163  Stores expense undistributed (Schedule VII)      |        0 |        0 |
   165  Prepayments                                      |    1,804 |      337 |
   174  Miscellaneous current and accrued                |          |          |
        assets (Schedule VIII)                           |        0 |        0 |
          Total Current and Accrued Assets               |   18,372 |   13,874 |
                                                         |          |          |
        DEFERRED DEBITS                                  |          |          |
                                                         |          |          |
   181  Unamortized debt expense                         |        0 |        0 |
   184  Clearing accounts                                |      548 |        0 |
   186  Miscellaneous deferred debits (Schedule IX)      |    6,625 |    4,412 |
   188  Research, development, or demonstration          |          |          |
        expenditures (Schedule X)                        |        0 |        0 |
   190  Accumulated deferred income taxes                |      544 |    1,079 |
          Total Deferred Debits                          |    7,717 |    5,491 |
                                                         |          |          |
          TOTAL ASSETS AND OTHER DEBITS                  | $112,013 | $ 81,017 |

<PAGE> 4

             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                     SCHEDULE I - COMPARATIVE BALANCE SHEET
                                   (thousands)
                                        


|ACCOUNT          LIABILITIES AND PROPRIETARY CAPITAL    |  AS OF DECEMBER 31  |
                                                         |  CURRENT  |  PRIOR  |
                                                         |           |         |
           PROPRIETARY    CAPITAL                        |           |         |
                                                         |           |         |
   201  Common stock issued  (Schedule XI)               | $    100  | $   100 |
   211  Miscellaneous paid-in-capital (Schedule XI)      |        0  |       0 |
   215  Appropriated retained earnings (Schedule XI)     |        0  |       0 |
   216  Unappropriated retained                          |           |         |
          earnings (Schedule XI)                         |        0  |       0 |
          Total Proprietary Capital                      |      100  |     100 |
                                                         |           |         |
           LONG-TERM    DEBT                             |           |         |
                                                         |           |         |
   223  Advances  from   associate                       |           |         |
        companies  (Schedule XII)                        |        0  |       0 |
   224  Other long-term debt (Schedule XII)              |    5,133  |   5,315 |
   225  Unamortized premium on long-term debt            |        0  |       0 |
   226  Unamortized  discount  on  long-term             |           |         |
        debt-debit                                       |        0  |       0 |
          Total Long-Term Debt                           |    5,133  |   5,315 |
                                                         |           |         |
          CURRENT   AND   ACCRUED  LIABILITIES           |           |         |
                                                         |           |         |
   231  Notes payable                                    |        0  |       0 |
   232  Accounts payable                                 |   10,648  |   6,888 |
   233  Notes  payable  to  associate                    |           |         |
        companies (Schedule XIII)                        |   84,396  |  59,613 |
   234  Accounts  payable  to  associate                 |           |         |
        companies   (Schedule XIII)                      |      525  |     599 |
   236  Taxes accrued                                    |      223  |    (193)|
   237  Interest accrued                                 |        0  |       0 |
   238  Dividends declared                               |        0  |       0 |
   241  Tax collections payable                          |      718  |     570 |
   242  Miscellaneous  current  and  accrued             |           |         |
        liabilities (Schedule XIII)                      |    2,294  |   1,625 |
          Total Current and Accrued Liabilities          |   98,804  |  69,102 |
                                                         |           |         |
           DEFERRED    CREDITS                           |           |         |
                                                         |           |         |
   253  Other deferred credits                           |    1,058  |     655 |
   255  Accumulated deferred investment tax credits      |        0  |     494 |
          Total Deferred Credits                         |    1,058  |   1,149 |
                                                         |           |         |
   282  ACCUMULATED DEFERRED INCOME TAXES                |    6,918  |   5,351 |
                                                         |           |         |
                                                         |           |         |
                                                         |           |         |
        TOTAL LIABILITIES AND PROPRIETARY CAPITAL        | $112,013  |$ 81,017 |


<PAGE> 5
             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                     SCHEDULE II - SERVICE COMPANY PROPERTY
                                   (thousands)
<TABLE>
<CAPTION>
                                        

|                          | BALANCE AT|           |RETIREMENTS|          | BALANCE   |
|                          | BEGINNING |           |    OR     |  OTHER(1)| AT CLOSE  |
|    DESCRIPTION           |  OF YEAR  | ADDITIONS |   SALES   |  CHANGES | OF YEAR   |
                           |           |           |           |          |           |
Service Company Property   |           |           |           |          |           |
                           |           |           |           |          |           |
Account                    |           |           |           |          |           |
<C>  <S>                   <C>   <S>   <C>         <C> <S>     <C> <S>   <C>  <S>    <C>
                           |           |           |           |          |           |
 301 Organization          |  $      0 |  $   -    |  $   -    | $   -    |  $      0 |
                           |           |           |           |          |           |
 303 Miscellaneous         |           |           |           |          |           |
     Intangible Plant      |     1,060 |      -    |      -    |     -    |     1,060 |
                           |           |           |           |          |           |
 304 Land and Land Rights  |     6,381 |      -    |      -    |     -    |     6,381 |
                           |           |           |           |          |           |
 305 Structures and        |           |           |           |          |           |
     Improvements          |    15,003 |    10,455 |      -    |   15,361 |    40,819 |
                           |           |           |           |          |           |
 306 Leasehold             |           |           |           |          |           |
     Improvements          |       394 |        50 |     (357) |     -    |        87 |
                           |           |           |           |          |           |
 307 Equipment (2)         |    12,428 |     3,299 |     (518) |      (47)|    15,162 |
                           |           |           |           |          |           |
 308 Office Furniture      |           |           |           |          |           |
     and Equipment         |     6,087 |     4,185 |   (1,641) |       13 |     8,644 |
                           |           |           |           |          |           |
 309 Automobiles, Other    |           |           |           |          |           |
     Vehicles and          |           |           |           |          |           |
     Related Garage        |           |           |           |          |           |
     Equipment             |         3 |       169 |       (2) |     -    |       170 |
                           |           |           |           |          |           |
 310 Aircraft and          |           |           |           |          |           |
     Airport Equipment     |    14,228 |    12,012 |     (440) |   (1,155)|    24,645 |
                           |           |           |           |          |           |
 311 Other Service Company |           |           |           |          |           |
     Property (3)          |        38 |        35 |      -    |     -    |        73 |
                           |           |           |           |          |           |
         SUB-TOTAL         |  $ 55,622 | $  30,205 | $ (2,958) | $ 14,172 |  $ 97,041 |
                           |           |           |           |          |           |
 107 Construction Work In  |           |           |           |          |           |
     Progress (4)          |    15,374 |      -    |      -    |  (15,374)|         0 |
                           |           |           |           |          |           |
           TOTAL           |  $ 70,996 | $  30,205 | $ (2,958) | $ (1,202)|  $ 97,041 |


   (1) Provide an explanation of those changes considered material:

      305:  $15,361, 308:  $13, and 107:  $(15,374) represent the utilization of
      the new addition to the structure.


<PAGE> 5a

                             SCHEDULE II - CONTINUED
                                   (thousands)
                                        
 (2) Subaccounts are required for each class of equipment owned.  The  service 
 company shall provide a listing by subaccount of equipment additions during the
 year and the balance at the close of the year:



|                                                |              |   BALANCE    |
|                                                |              |   AT CLOSE   |
|         SUBACCOUNT DESCRIPTION                 |  ADDITIONS   |   OF YEAR    |
                                                 |              |              |
 Account 307 - Equipment                         |              |              |
   Copy Machines                                 |      $   -   |      $   353 |
   Data Processing Equipment                     |        2,567 |       11,575 |
   Microfilm/Microfiche                          |          -   |           25 |
   Communications Equipment                      |          662 |        2,314 |
   Other                                         |           70 |          895 |
                                                 |              |              |
                                                 |              |              |
                                                 |              |              |
                                     TOTAL       |      $ 3,299 |      $15,162 |


 (3) Describe Other Service Company Property:



   Refrigerators/Ice Makers                      |      $   -   |      $    13 |
   Appliances                                    |            6 |           15 |
   Portable Loading Ramp                         |          -   |            4 |
   Power Wench                                   |          -   |            1 |
   Portable Generator/Submersible Pump           |          -   |            1 |
   10' Expandable Display                        |          -   |            1 |
   Soft Drink Vending Machines                   |          -   |            4 |
   Electric Trimmer                              |          -   |            2 |
   Projector                                     |          -   |            3 |
   Aerial Work Platform                          |            7 |            7 |
   Power Punch Machine                           |            3 |            3 |
   Exercise Equipment                            |           19 |           19 |
                                                 |       $   35 |      $    73 |

_______________________________________________________________________________

 (4) Describe Construction Work in Progress:

     N/A

</TABLE>
<PAGE> 6
<TABLE>
             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                                  SCHEDULE III
<CAPTION>
                                        
ACCUMULATED PROVISION FOR DEPRECIATION AND AMORTIZATION OF SERVICE COMPANY PROPERTY
                                   (thousands)
                                        

|                         |           |           |           |   OTHER   |           |
|                         | BALANCE AT|           |           |  CHANGES  |  BALANCE  |
|                         | BEGINNING |           |           |    ADD    |  AT CLOSE |
|      DESCRIPTION        |  OF YEAR  | ADDITIONS |RETIREMENTS|(DEDUCT)(1)|  OF YEAR  |
<C>    <S>                <C>   <S>   <C> <S>     <C>  <S>    <C>  <S>    <C>  <S>    <C>
                          |           |           |           |           |           |
Account                   |           |           |           |           |           |
                          |           |           |           |           |           |
301 Organization          |  $      0 |  $   -    |  $   -    |  $   -    |  $      0 |
                          |           |           |           |           |           |
303 Miscellaneous         |           |           |           |           |           |
    Intangible Plant      |       177 |       151 |      -    |      -    |       328 |
                          |           |           |           |           |           |
304 Land and Land Rights  |         0 |      -    |      -    |      -    |         0 |
                          |           |           |           |           |           |
305 Structures and        |           |           |           |           |           |
    Improvements          |     1,024 |       714 |      -    |      -    |     1,738 |
                          |           |           |           |           |           |
306 Leasehold             |           |           |           |           |           |
    Improvements          |       370 |        22 |      (357)|      -    |        35 |
                          |           |           |           |           |           |
307 Equipment             |     4,376 |     2,121 |      (518)|      -    |     5,979 |
                          |           |           |           |           |           |
308 Office Furniture and  |           |           |           |           |           |
    Equipment             |     3,121 |       723 |    (1,641)|      -    |     2,203 |
                          |           |           |           |           |           |
309 Automobiles, Other    |           |           |           |           |           |
    Vehicles and Related  |           |           |           |           |           |
    Garage Equipment      |         2 |        12 |        (2)|      -    |        12 |
                          |           |           |           |           |           |
310 Aircraft and Airport  |           |           |           |           |           |
    Equipment             |     2,068 |       713 |      (440)|      -    |     2,341 |
                          |           |           |           |           |           |
311 Other Service Company |           |           |           |           |           |
    Property              |        15 |         5 |      -    |      -    |        20 |
                          |           |           |           |           |           |
                          |           |           |           |           |           |
                 TOTALS   |  $ 11,153 |  $  4,461 |  $ (2,958)|  $   -    |  $ 12,656 |



  (1) Provide an explanation of those changes considered material:

   None
</TABLE>

<PAGE> 7
             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                            SCHEDULE IV - INVESTMENTS
                                   (thousands)
                                        
INSTRUCTIONS:  Complete the following schedule concerning investments.

Under  Account  124  "Other  Investments", state each investment separately,  
with  description, including the name of issuing company, number of shares or 
principal amount, etc.

Under Account 136, "Temporary Cash Investments", list each investment 
separately.

|                                       |     BALANCE AT     |    BALANCE AT   |
|          DESCRIPTION                  | BEGINNING OF YEAR  |  CLOSE OF YEAR  |
                                        |                    |                 |
Account 123 - Investment in Associate   |                    |                 |
              Companies                 |         $    0     |      $    0     |
                                        |                    |                 |
Account 124 - Other Investments         |                    |                 |
                                        |                    |                 |
Lumbermen's Investment Corporation      |                    |                 |
  Purchase of Mortgages                 |         $  190     |      $    0     |
Preston Trail Golf Club                 |                    |                 |
  Purchase of Memberships               |            328     |         263     |
Lakewood Country Club                   |                    |                 |
  Purchase of Membership                |             16     |          16     |
Northwood Club                          |                    |                 |
  Purchase of Memberships               |            124     |         124     |
River Bend Golf and Country Club        |                    |                 |
  Purchase of Membership                |              5     |           5     |
Brook Hollow Golf Club                  |                    |                 |
  Purchase of Membership                |             80     |          80     |
Las Colinas Sports Club                 |                    |                 |
  Purchase of Membership                |             15     |          15     |
Bent Tree Country Club                  |                    |                 |
  Purchase of Membership                |              0     |          30     |
Texas Stadium                           |                    |                 |
  Purchase of Texas Stadium Box Seats   |            986     |         920     |
Gleneagles Country Club                 |                    |                 |
  Purchase of Memberships               |             33     |          48     |
Oak Cliff Country Club                  |                    |                 |
  Purchase of Membership                |              2     |           2     |
Barton Creek Club                       |                    |                 |
  Purchase of Membership                |             30     |          30     |
El Paso Country Club                    |                    |                 |
  Purchase of Membership                |              0     |           6     |
                                        |                    |                 |
                             TOTAL      |         $1,809     |      $1,539     |
                                        |                    |                 |
Account 136 - Temporary Cash Investments|         $    0     |      $    0     |
                                        |                    |                 |
                             TOTAL      |         $1,809     |      $1,539     |


<PAGE> 8

             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
            SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES
                                   (thousands)
                                        
INSTRUCTIONS:
   Complete  the  following  schedule listing accounts receivable from each  
   associate  company.  Where  the  service company has provided accommodation 
   or convenience payments for  associate companies,  a  separate  listing of 
   total payments for each associate company  by  subaccount should be provided.
 ______________________________________________________________________________
|                                        |    BALANCE AT     |    BALANCE AT   |
|          DESCRIPTION                   |BEGINNING OF YEAR  |  CLOSE OF YEAR  |
                                         |                   |                 |
Account 146 - Accounts Receivable from   |                   |                 |
              Associate Companies        |                   |                 |
                                         |                   |                 |
Central and South West Corporation       |       $ 2,150     |     $(1,899)    |
Central Power and Light Company          |         3,235     |       2,833     |
Public Service Company of Oklahoma       |         2,341     |       2,196     |
Southwestern Electric Power Company      |         2,492     |       1,986     |
West Texas Utilities Company             |         1,288     |       7,041     |
Transok, Inc.                            |           512     |         407     |
CSW Credit, Inc.                         |           140     |          96     |
CSW Energy, Inc.                         |           352     |         142     |
                                         |                   |                 |
                                  TOTAL  |       $12,510     |     $12,802     |
                                         |                   |                 |
                                         |                   |                 |
Analysis of Convenience or               |                   |                 |
  Accommodation Payments                 |                   |                 |
                                         |                   |                 |
Central and South West Corporation                           |     $(4,228)    |
Central Power and Light Company                              |         498     |
Public Service Company of Oklahoma                           |         322     |
Southwestern Electric Power Company                          |         314     |
West Texas Utilities Company                                 |       6,029     |
Transok, Inc.                                                |          98     |
CSW Credit, Inc.                                             |          85     |
CSW Energy, Inc.                                             |         452     |
                                                             |                 |
                                                             |                 |
                                              TOTAL PAYMENTS |     $ 3,570     |


The  majority  of  convenience  payments  consists of  taxes,  corporate  
insurance,  relocation expenses, membership dues, equipment and deferred 
compensation payments.


<PAGE> 9


             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                 SCHEDULE VI - FUEL STOCK EXPENSES UNDISTRIBUTED
                                   (thousands)
                                        
INSTRUCTIONS:   Report  the amount of labor and expenses incurred with  respect
to  fuel  stock expenses during the year and indicate amount attributable to 
each associate company.  Under  the section headed "Summary" listed below give 
an overall report of the fuel functions performed by the service company.

________________________________________________________________________________
|           DESCRIPTION                 |   LABOR   |   EXPENSES   |   TOTAL   |
                                        |           |              |           |
Account 152 - Fuel Stock Expenses       |           |              |           |
  Undistributed                         |  $    0   |     $    0   |   $    0  |
                                        |           |              |           |
                                        |           |              |           |
                                        |           |              |           |
                                        |           |              |           |
                                        |           |              |           |
                          TOTAL         |  $    0   |     $    0   |   $    0  |

_______________________________________________________________________________
Summary:


             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                   SCHEDULE VII - STORES EXPENSE UNDISTRIBUTED
                                   (thousands)
                                        
INSTRUCTIONS:   Report the amount of labor and expenses incurred with respect to
stores  expense during the year and indicate amount attributable to each 
associate company.

________________________________________________________________________________
|          DESCRIPTION                  |   LABOR   |   EXPENSES   |   TOTAL   |
                                        |           |              |           |
Account 163 - Stores Expense            |           |              |           |
  Undistributed                         |  $    0   |     $    0   |   $    0  |
                                        |           |              |           |
                                        |           |              |           |
                                        |           |              |           |
                                        |           |              |           |
                                        |           |              |           |
                          TOTAL         |  $    0   |     $    0   |   $    0  |


<PAGE> 10
             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
            SCHEDULE VIII - MISCELLANEOUS CURRENT AND ACCRUED ASSETS
                                   (thousands)
                                        
INSTRUCTIONS:  Provide detail of items in this account.  Items less than $10,000
may be grouped, showing the number of items in each group.
 _______________________________________________________________________________
|                                       |     BALANCE AT     |    BALANCE AT   |
|          DESCRIPTION                  | BEGINNING OF YEAR  |  CLOSE OF YEAR  |
                                        |                    |                 |
Account 174 - Miscellaneous Current and |                    |                 |
              Accrued Assets            |                    |                 |
                                        |        $     0     |     $     0     |
                                        |                    |                 |
                   TOTAL                |        $     0     |     $     0     |



             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                   SCHEDULE IX - MISCELLANEOUS DEFERRED DEBITS
                                   (thousands)
                                        
INSTRUCTIONS:  Provide detail of items in this account.  Items less than $10,000
may be  grouped by class, showing the number of items in each class.
 _______________________________________________________________________________
|                                       |     BALANCE AT     |    BALANCE AT   |
|          DESCRIPTION                  | BEGINNING OF YEAR  |  CLOSE OF YEAR  |
                                        |                    |                 |
Account 186 - Miscellaneous Deferred    |                    |                 |
              Debits                    |                    |                 |
     Deferred Travel Costs              |        $   173     |     $    259    |
     Prepaid Pension Expense            |          3,505     |        4,945    |
     Deferred Software Costs            |            228     |           24    |
     Deferred Project Costs             |            506     |        1,397    |
                                        |                    |                 |
                            TOTAL       |        $ 4,412     |     $  6,625    |


             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
        SCHEDULE X - RESEARCH, DEVELOPMENT OR DEMONSTRATION EXPENDITURES
                                   (thousands)
                                        
INSTRUCTIONS:   Provide a description of each material research, development,  
or  demonstration project which incurred costs by the service corporation during
the year.
________________________________________________________________________________
|          DESCRIPTION                                       |      AMOUNT     |
                                                             |                 |
Account 188 - Research, Development, or Demonstration        |                 |
              Expenditures                                   |     $    0      |
                                                             |                 |
                                      TOTAL                  |     $    0      |


<PAGE> 11


               ANNUAL REPORT OF Central and South West Services, Inc.

                      For the Year Ended    December 31, 1993

                         SCHEDULE XI - PROPRIETARY CAPITAL

                  (dollars in thousands except per share amounts)


______________________________________________________________________________
|                                   |  NUMBER  | PAR OR  | OUTSTANDING CLOSE   |
|ACCOUNT NUMBER    CLASS OF STOCK   |    OF    | STATED  |     OF PERIOD       |
                                    |  SHARES  | VALUE   |                     |
                                    |AUTHORIZED|PER SHARE| NO. OF |TOTAL AMOUNT|
                                    |          |         | SHARES |            |
 201            COMMON STOCK ISSUED |   10,000 |  $   10 |  10,000|   $   100  |

      INSTRUCTIONS:
      Classify amounts in each account with brief explanation, disclosing the 
      general nature of transactions  which give rise to the reported amounts.


_______________________________________________________________________________
                   DESCRIPTION                                 |     AMOUNT    |
                                                               |               |
 Account 211 - Miscellaneous Paid-In Capital                   |      $  0     |
                                                               |               |
 Account 215 - Appropriated Retained Earnings                  |      $  0     |
                                                               |               |
_______________________________________________________________________________
                                                 TOTAL         |      $  0     |

      INSTRUCTIONS:
      Give particulars concerning net income or (loss) during the year, 
      distinguishing between compensation for the use of capital owed or net 
      loss remaining from servicing nonassociates per the General Instructions 
      of the Uniform System of Accounts.  For dividends paid during the year in 
      cash or otherwise, provide rate percentage, dividend, date declared and 
      date paid.

_______________________________________________________________________________
|                         |  BALANCE AT     |NET INCOME|DIVIDENDS| BALANCE AT  |
|          DESCRIPTION    |BEGINNING OF YEAR| OR (LOSS)|  PAID   |CLOSE OF YEAR|
                          |                 |          |         |             |
Account 216-Unappropriated|                 |          |         |             |
         Retained Earnings|     $   0       |  $   0   | $   0   |    $   0    |
                          |                 |          |         |             |
            TOTAL         |     $   0       |  $   0   | $   0   |    $   0    |

<PAGE> 12
              ANNUAL REPORT OF Central and South West Services, Inc.

                     For the Year Ended    December 31, 1993

                           SCHEDULE XII - LONG-TERM DEBT
                                  (thousands)
                                        
INSTRUCTIONS:
Advances  from associate companies should be reported separately for advances on
notes and advances on open account.  Names of associate companies from which 
advances were received shall be shown under the class and series of obligation
column.  For Account 224 - Other long-term debt provide the name of creditor 
company or organization, terms of the obligation, date of maturity, interest 
rate, and the amount authorized and outstanding.
<TABLE>
<CAPTION>
_____________________________________________________________________________________________________________________________
|                        |TERMS OF OBLIGATION|         |         |          |BALANCE AT|           |          |BALANCE |
|                        |  CLASS & SERIES   | DATE OF |INTEREST |  AMOUNT  | BEGINNING|           |         1|AT CLOSE|
|    NAME  OF CREDITOR   |  OF OBLIGATION    | MATURITY|  RATE   |AUTHORIZED|  OF YEAR | ADDITIONS |DEDUCTIONS|OF YEAR |
<C>  <S>                 <C>   <S>           <C>          <S>    <C>           <S>     <C>         <C>            <S>  <C>
                         |                   |         |         |          |          |           |          |        |
Account 223 - Advances   |                   |         |         |          |          |           |          |        |
   From Associate        |                   |         |         |          |          |           |          |        |
   Companies:            |                   |         |         |          | $      0 |      -    |        - | $    0 |
                         |                   |         |         |          |          |           |          |        |
Account  224  -  Other   |                   |         |         |          |          |           |          |        |
     Long-Term  Debt:    |                   |         |         |          |          |           |          |        |
     Southwestern  Life  |30 Year Real Estate|         |         |          |          |           |          |        |
      Insurance Co.      |  Note             | 2/1/2008|    9%   | $ 5,840  | $  5,315 |  $   -    |   $  182 | $5,133 |
                         |                   |         |         |          |          |           |          |        |
        TOTAL            |                   |         |         | $ 5,840  | $  5,315 |  $   -    |   $  182 | $5,133 |

</TABLE>
1
 Give an explanation of deductions:

     Central and South West Services, Inc. assumed the note on an office 
     building purchased in June, 1989.  Deductions in the balance of the note 
     are the result in principal payments.

<PAGE> 13

             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                 SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES
                                   (thousands)
                                        
INSTRUCTIONS:

Provide balance of notes and accounts payable to each associate company.  Give 
description and amount of miscellaneous current and accrued liabilities.  Items 
less than $10,000 may be grouped, showing the number of items in each group.

 _______________________________________________________________________________
|                                       |     BALANCE AT     |    BALANCE AT   |
|                   DESCRIPTION         |  BEGINNING OF YEAR |  CLOSE OF YEAR  |
Account 233 - Notes Payable to Associate|                    |                 |
              Companies                 |                    |                 |
                                        |                    |                 |
Central and South West Corporation      |        $59,613     |     $84,396     |
                                        |                    |                 |
                                        |                    |                 |
                            TOTAL       |        $59,613     |     $84,396     |
                                        |                    |                 |
                                        |                    |                 |
                                        |                    |                 |
Account 234 - Accounts Payable to       |                    |                 |
              Associate Companies       |                    |                 |
                                        |                    |                 |
Central and South West Corporation      |        $   599     |     $   525     |
                                        |                    |                 |
                                        |                    |                 |
                            TOTAL       |        $   599     |     $   525     |
                                        |                    |                 |
                                        |                    |                 |
                                        |                    |                 |
Account 242 - Miscellaneous Current and |                    |                 |
              Accrued Liabilities       |                    |                 |
                                        |                    |                 |
Accrued Vacation                        |        $ 1,359     |     $ 1,907     |
CSW Employee Thrift Plan                |            217     |         260     |
United Way                              |             26     |          53     |
Fitness Plan                            |             14     |          37     |
Credit Union                            |              0     |          40     |
Medical Plan                            |              0     |         (14)    |
Other (9)                               |              9     |          11     |
                            TOTAL       |        $ 1,625     |     $ 2,294     |
                                                                              
<PAGE> 14

             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                  SCHEDULE XIV - NOTES TO FINANCIAL STATEMENTS
                                        
INSTRUCTIONS:
The space below is provided for important notes regarding the financial 
statements or any account thereof.  Furnish particulars as to any significant 
contingent assets or liabilities existing at the end of the year.  Notes 
relating to financial statements shown elsewhere in this report may be indicated
here by reference.

1.   Summary of Significant Accounting Policies

     Central and South West Services, Inc. (Company or CSWS) follows the Uniform
System of Accounts for Mutual Service Companies and Subsidiary Service Companies
prescribed by the Securities and Exchange Commission.  The Company, as a member 
of the  Central  and South West System (CSW System), performs at cost various 
accounting, engineering, tax,legal, financial, electronic data processing, 
centralized economic dispatching of electric power and other services for the 
CSW System companies.

    Depreciation:  For financial reporting purposes, provisions for depreciation
of property are computed by the Company using the straight-line method, 
generally at individual rates applied to the various classes of depreciable 
property.  The annual composite rates averaged 5.85% and 6.83% for 1993 and 
1992, respectively.

     Federal Income Taxes:  The Company, together with other members of the CSW
System, files a consolidated Federal income tax return.  The provision for
deferred Federal income taxes resulted principally from the tax deductions under
accelerated methods of depreciation, as provided by Federal income tax laws,
being greater than these expenses for book purposes.

     Investment tax credits deferred in prior years are included in income over 
the lives of the related properties.


2.   Benefit Plans

     The Company, together with other members of the CSW System, participates in
a non-contributory defined benefit pension plan covering substantially all its
employees.  Benefits are based on employee's years of service, age at retirement
and compensation.  The CSW System's funding policy is based on actuarially 
determined contributions, taking into account amounts deductible for income tax 
purposes and minimum contributions required by the Employee Retirement Income 
Security Act of 1974, as amended.  Pension Plan assets consist primarily of 
common stocks and short-term and intermediate-term fixed income investments.

      The  components  of  net periodic pension cost and the assumptions used in
accounting  for pensions are as follows:
                                                       1993            1992
                                                   (thousands)      (thousands)

       Net Periodic Pension Cost
         Service cost                              $    1,416       $    1,192
         Interest cost on projected
                benefit obligation                      4,032            3,373
         Actual return on plan assets                  (4,898)          (2,897)
         Net amortization and deferral                     18           (1,313)
                                                   $      568       $      355

         Assumptions
           Discount rate                                7.8%            8.5%
           Long-term compensation increase              5.5%            6.0%
           Return on plan assets                        9.5%            9.5%

<PAGE> 14a


             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                  SCHEDULE XIV - NOTES TO FINANCIAL STATEMENTS
                                        


2.   Benefit Plans (continued)

     As of December 31, 1993 and 1992, the plan's net assets exceeded the total
actuarial present value of accumulated benefit obligations.

     In addition to the pension plan, the Company also participates, with other
members of the CSW System, in medical and death benefit plans for substantially
all active employees and retirees from the CSW System.  The Company's cost
of providing those benefits was $1,806,810 in 1993, covering 522 active
employees and 32 retirees; in 1992, the cost was $778,000 covering 500 active
employees and 27 retirees.

3.   Accounting Changes

      Effective  January  1,  1993, the Company adopted SFAS No. 106, Employers'
Accounting for Postretirement Benefits Other Than Pensions and SFAS 112, 
Employers' Accounting for Postretirement Benefits.  The Company also adopted 
SFAS No. 109, Accounting for Income Taxes.

     The Company has adopted SFAS No. 107, Disclosures about Fair Value of
Financial Instruments, issued in December 1991.  SFAS No. 107 requires
disclosure of the fair value of financial instruments for which it is
practicable to estimate fair value, including the methods and assumptions
used to estimate fair value.  Fair value is the amount that could be
received in a current transaction between willing parties, other than in a
forced or liquidation sale.  Fair value is quoted market price or, in the
absence of a quoted market price, management's best estimate of fair value.

4.  Financial Instruments

     The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is practicable
to estimate fair value.

     Cash and temporary cash investments.
     The carrying amount approximates fair value because of the short maturity
     of those instruments.

     Short-term debt.
     The carrying amount approximates fair value because of the short maturity
     of those instruments.

     Long-term debt.
     The fair value of the Company's long-term debt is estimated based on quoted
     market prices for the same or similar issues or on the current rates 
     offered to the Company for debt of the same remaining maturities.

<PAGE> 14b

             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                  SCHEDULE XIV - NOTES TO FINANCIAL STATEMENTS
                                        


     Long-term debt (continued)
     The estimated fair value of the Company's financial instruments are as
     follows:

                                                     1993
                                                 (thousands)

                                             Carrying       Fair
                                              Amount        Value

                 Cash and temporary cash
                   investments               $     2       $     2
                 Short-term debt              84,396        84,396
                 Long-term debt                5,133         5,133

5.  Short-Term Financing

     The Company, together with other members of the CSW System, has established
a money pool to coordinate short-term borrowings and to make borrowings outside
the money pool through the issuance of commercial paper and from banks.  At
December 31, 1993, the CSW System had bank lines of credit aggregating $797
million.

<PAGE> 15

             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                   SCHEDULE XV - COMPARATIVE INCOME STATEMENT
                                   (thousands)

|ACCOUNT                       DESCRIPTION               |  CURRENT |   PRIOR  |
|                                                        |   YEAR   |   YEAR   |
          INCOME                                         |          |          |
                                                         |          |          |
   457    Services rendered to associate companies       | $131,724 | $ 94,137 |
   458    Services rendered to nonassociate companies    |        4 |       30 |
   421    Miscellaneous income or loss                   |       64 |      107 |
                                                         |          |          |
                                 TOTAL INCOME            |  131,792 |   94,274 |
                                                         |          |          |
                                                         |          |          |
                                                         |          |          |
          EXPENSES                                       |          |          |
                                                         |          |          |
   920    Salaries and wages                             |   33,325 |   28,887 |
   921    Office supplies and expenses                   |   15,391 |   11,486 |
   922    Administrative expense transferred - credit    |     (922)|     (457)|
   923    Outside services employed                      |   37,344 |   22,946 |
   924    Property insurance                             |       69 |       11 |
   925    Injuries and damages                           |      128 |       87 |
   926    Employee pensions and benefits                 |    6,509 |    3,294 |
   928    Regulatory commission expense                  |        0 |        1 |
   930.1  General advertising expenses                   |      201 |      165 |
   930.2  Miscellaneous general expenses                 |    7,359 |    2,774 |
   931    Rents                                          |   12,833 |   12,645 |
   932    Maintenance of structures and equipment        |    7,512 |    3,117 |
   403    Depreciation and amortization expense          |    4,462 |    3,564 |
   408    Taxes other than income taxes                  |    2,983 |    2,471 |
   409    Income taxes                                   |   (1,911)|     (796)|
   410    Provision for deferred income taxes            |    2,231 |      660 |
   411    Provision for deferred income taxes - credit   |       49 |      (46)|
   411.5  Investment tax credit                          |      160 |      166 |
   426.1  Donations                                      |      458 |      202 |
   426.5  Other deductions                               |    1,185 |      913 |
   427    Interest on long-term debt                     |      464 |      527 |
   430    Interest on debt to associate companies        |    1,965 |    1,557 |
   431    Other interest expense                         |       (3)|      100 |
                                                         |          |          |
                                 TOTAL EXPENSE           |  131,792 |   94,274 |
                                                         |          |          |
                                                         |          |          |
                               NET INCOME OR (LOSS)      |  $     0 |  $     0 |

<PAGE> 16

             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                               ANALYSIS OF BILLING
                                        
                        ASSOCIATE COMPANIES - ACCOUNT 457
                                   (thousands)
                                        
 _____________________________________________________________________________
|                            | DIRECT   |  INDIRECT  | COMPENSATION |   TOTAL  |
|                            |  COSTS   |   COSTS    |   FOR USE    |  AMOUNT  |
| NAME OF ASSOCIATE COMPANY  | CHARGED  |  CHARGED   |  OF CAPITAL  |  BILLED  |
                             |  457-1   |   457-2    |    457-3     |          |
                             |          |            |              |          |
Central and South West       |$  25,471 |  $   6,529 |  $       260 | $ 32,260 |
  Corporation                |          |            |              |          |
Central Power and Light      |   24,051 |      7,524 |          544 |   32,119 |
  Company                    |          |            |              |          |
Public Service Company of    |   17,826 |      4,521 |          369 |   22,716 |
  Oklahoma                   |          |            |              |          |
Southwestern Electric Power  |   19,119 |      4,890 |          416 |   24,425 |
  Company                    |          |            |              |          |
West Texas Utilities Company |    8,902 |      2,482 |          191 |   11,575 |
                             |          |            |              |          |
Transok, Inc.                |    3,610 |      1,038 |           86 |    4,734 |
                             |          |            |              |          |
CSW Credit, Inc.             |      495 |       -    |           10 |      505 |
                             |          |            |              |          |
CSW Energy, Inc.             |    3,229 |         72 |           89 |    3,390 |
                             |          |            |              |          |
                             |          |            |              |          |
                             |          |            |              |          |
                             |          |            |              |          |
                      TOTAL  |$ 102,703 |  $  27,056 |  $     1,965 | $131,724 |

<PAGE> 17
              ANNUAL REPORT OF Central and South West Services, Inc.

                        For the Year Ended December 31, 1993

                               ANALYSIS OF BILLING

                      NONASSOCIATE COMPANIES - ACCOUNT 458
                                   (thousands)
                                        
INSTRUCTION:
Provide a brief description of the services rendered to each nonassociate 
company:
<TABLE>
<CAPTION>
 ________________________________________________________________________________________________
|                            | DIRECT  | INDIRECT | COMPENSATION|      |    EXCESS    |  TOTAL   |
|                            |  COST   |   COST   |    FOR USE  |TOTAL |      OR      |  AMOUNT  |
|NAME OF NONASSOCIATE COMPANY| CHARGED |  CHARGED |  OF CAPITAL | COST |  DEFICIENCY  |  BILLED  |
                             |  458-1  |   458-2  |     458-3   |      |    458-4     |          |
  <C>     <S>                <C>   <C> <C>   <C>  <C>     <C>   <C>  <C>       <C>    <C>      <C>
                             |         |          |             |      |              |          |
  1. Risk Management Trust   | $   3   |     -    |       -     | $  3 |       -      |  $     3 |
  2. UDI, Inc.               |     1   |     -    |       -     |    1 |       -      |        1 |
                             |         |          |             |      |              |          |
                             |         |          |             |      |              |          |
                 TOTAL       | $   4   |     -    |       -     | $  4 |       -      |  $     4 |


  1. Tax Services - Cost of preparing income tax returns.
  2. Software sales of a specially developed software program for the
  analysis of utility financial and operating statistics.
</TABLE>

<PAGE> 18
<TABLE>
<CAPTION>
                          ANNUAL REPORT OF Central and South West Services, Inc.

                                              For the Year Ended December 31, 1993

                    SCHEDULE XVI - ANALYSIS OF CHARGES FOR SERVICE - ASSOCIATE AND NONASSOCIATE COMPANIES
                                                               (thousands)
Instruction:  Total cost of service will equal for associate and nonassociate companies the total amount billed under their
separate analysis of billing schedules.
|                                      |  ASSOCIATE COMPANY CHARGES |NONASSOC. COMPANY CHARGES|  TOTAL CHARGES FOR SERVICE  |
|                                      |  DIRECT | INDIRECT|        | DIRECT |INDIRECT|       | DIRECT | INDIRECT |         |
|ACCOUNT       DESCRIPTION OF ITEMS    |   COST  |   COST  |  TOTAL |  COST  |  COST  | TOTAL |  COST  |   COST   |  TOTAL  |
  <C>    <S>                           <C>       <C>       <C>      <C>    <C> <C>    <C>    <C>        <C> <C>    <C>       <C>
                                       |         |         |         |        |        |       |         |          |         |
  920    Salaries and Wages            | $21,528 | $11,796 | $33,324 |$     1 | $  -   |$    1 | $21,529 | $ 11,796 | $33,325 |
  921    Office Supplies and Expenses  |  10,065 |   5,326 |  15,391 |   -    |    -   |   -   |  10,065 |    5,326 |  15,391 |
  922    Administrative Expense        |         |         |         |        |        |       |         |          |         |
           Transferred-Credit          |   3,834 |  (4,760)|    (926)|      4 |    -   |     4 |   3,838 |   (4,760)|    (922)|
  923    Outside Services Employed     |  31,686 |   5,658 |  37,344 |   -    |    -   |   -   |  31,686 |    5,658 |  37,344 |
  924    Property Insurance            |      69 |    -    |      69 |   -    |    -   |   -   |      69 |     -    |      69 |
  925    Injuries and Damages          |     128 |    -    |     128 |   -    |    -   |   -   |     128 |     -    |     128 |
  926    Employee Pensions and Benefits|   4,133 |   2,375 |   6,508 |      1 |    -   |     1 |   4,134 |    2,375 |   6,509 |
  928    Regulatory Commission Expense |     -   |    -    |     -   |   -    |    -   |   -   |     -   |     -    |     -   |
  930.1  General Advertising Expenses  |     164 |      37 |     201 |   -    |    -   |   -   |     164 |       37 |     201 |
  930.2  Miscellaneous General Expenses|   6,185 |   1,174 |   7,359 |   -    |    -   |   -   |   6,185 |    1,174 |   7,359 |
  931    Rents                         |  10,142 |   2,691 |  12,833 |   -    |    -   |   -   |  10,142 |    2,691 |  12,833 |
  932    Maintenance of Structures and |         |         |         |        |        |       |         |          |         |
           Equipment                   |   6,652 |     860 |   7,512 |   -    |    -   |   -   |   6,652 |      860 |   7,512 |
  403    Depreciation and Amortization |         |         |         |        |        |       |         |          |         |
           Expense                     |   1,433 |   3,029 |   4,462 |   -    |    -   |   -   |   1,433 |    3,029 |   4,462 |
  408    Taxes Other than Income Taxes |   1,423 |   1,559 |   2,982 |      1 |    -   |     1 |   1,424 |    1,559 |   2,983 |
  409    Income Taxes                  |  (1,911)|    -    |  (1,911)|   -    |    -   |   -   |  (1,911)|     -    |  (1,911)|
  410    Provision for Deferred Income |         |         |         |        |        |       |         |          |         |
           Taxes                       |   2,231 |    -    |   2,231 |   -    |    -   |   -   |   2,231 |     -    |   2,231 |
  411    Provision for Deferred Income |         |         |         |        |        |       |         |          |         |
           Taxes - Credit              |      49 |    -    |      49 |   -    |    -   |   -   |      49 |     -    |      49 |
  411.5  Investment Tax Credit         |     160 |    -    |     160 |   -    |    -   |   -   |     160 |     -    |     160 |
  426.1  Donations                     |     359 |      99 |     458 |   -    |    -   |   -   |     359 |       99 |     458 |
  426.5  Other Deductions              |   1,017 |     168 |   1,185 |   -    |    -   |   -   |   1,017 |      168 |   1,185 |
  427    Interest on Long-Term Debt    |     -   |     464 |     464 |   -    |    -   |   -   |    -    |      464 |     464 |
  431    Other Interest Expense        |      (1)|      (2)|      (3)|   -    |    -   |   -   |      (1)|       (2)|      (3)|
             TOTAL EXPENSES            |  99,346 |  30,474 | 129,820 |     7  |    -   |     7 |  99,353 |   30,474 | 129,827 |
         Compensation for Use of Equity|         |         |         |        |        |       |         |          |         |
           Capital                     |         |         |         |        |        |       |         |          |         |
  430    Interest on Debt to Associate |         |         |         |        |        |       |         |          |         |
           Companies                   |   1,965 |    -    |   1,965 |   -    |    -   |   -   |   1,965 |     -    |   1,965 |
             TOTAL COST OF SERVICE     |$101,311 | $30,474 |$131,785 |$    7  | $  -   |$    7 |$101,318 | $ 30,474 |$131,792 |

</TABLE>

<PAGE> 19a

<TABLE>
<CAPTION>
                                    ANNUAL REPORT OF Central and South West Services, Inc.

                                              For the Year Ended December 31, 1993
                                        
                              SCHEDULE XVII - SCHEDULE OF EXPENSE BY DEPARTMENT OR SERVICE FUNCTION
                                                          (thousands)
     Instruction:
     Indicate each department or service function.  (See Instruction 01-3 General Structure of Accounting System:
     Uniform System of Accounts).

________________________________________________________________________________________________________________________
               |                                   DEPARTMENT OR SERVICE FUNCTION                                  |
|    ACCOUNT   |           |              |              |         |          |          |             |           |
|    NUMBER    | CORP SVCS |  CONTROLLER  | INFO SERVICES|TREASURY |  AUDITS  | GOVT REL |  CORP DEV   |   FUEL    |
      <C>      <C>   <C>   <C>  <C> <C>   <C>  <C> <C>   <C> <C>   <C>    <C> <C>    <C> <C> <C> <C>   <C>    <C>  <C>
               |           |              |              |         |          |          |             |           |
      920      |  $  3,646 |    $   1,867 |    $   8,435 |$  1,243 |  $   531 |$     916 |   $   5,967 |$     822  |
      921      |     2,909 |          255 |        1,986 |   1,805 |      143 |      483 |       2,553 |      132  |
      922      |      -    |         -    |         -    |    -    |     -    |     -    |        -    |     -     |
      923      |     4,384 |        1,010 |        6,680 |     734 |       28 |      536 |      16,762 |      398  |
      924      |        67 |         -    |         -    |    -    |     -    |        2 |        -    |     -     |
      925      |       128 |         -    |         -    |    -    |     -    |     -    |        -    |     -     |
      926      |     5,398 |            1 |           49 |    -    |       17 |     -    |         945 |        3  |
      928      |      -    |         -    |         -    |    -    |     -    |     -    |        -    |     -     |
      930.1    |        72 |         -    |         -    |     118 |     -    |     -    |           8 |     -     |
      930.2    |     1,891 |           11 |        3,758 |     383 |     -    |       15 |         210 |       18  |
      931      |       704 |          109 |        9,287 |      65 |       14 |      270 |         369 |       20  |
      932      |     5,527 |         -    |        1,143 |       4 |     -    |       14 |           8 |     -     |
      403      |      -    |        1,433 |         -    |    -    |     -    |     -    |        -    |     -     |
      408      |      -    |        2,241 |            1 |    -    |     -    |     -    |        -    |     -     |
      409      |      -    |       (1,911)|         -    |    -    |     -    |     -    |        -    |     -     |
      410      |      -    |        2,231 |         -    |    -    |     -    |     -    |        -    |     -     |
      411      |      -    |           49 |         -    |    -    |     -    |     -    |        -    |     -     |
      411.5    |      -    |          160 |         -    |    -    |     -    |     -    |        -    |     -     |
      426.1    |       405 |            1 |            1 |    -    |     -    |        6 |         23  |     -     |
      426.5    |       289 |          833 |            5 |       1 |     -    |       23 |         16  |     -     |
      427      |      -    |         -    |         -    |    -    |     -    |     -    |        -    |     -     |
      430      |      -    |         -    |         -    |   1,965 |     -    |     -    |        -    |     -     |
      431      |      -    |           (3)|         -    |    -    |     -    |     -    |        -    |     -     |
               |           |              |              |         |          |          |             |           |
TOTAL EXPENSES |  $ 25,420 |    $   8,287 |    $  31,345 |$  6,318 |  $   733 |$   2,265 |  $  26,861  |  $ 1,393  |
</TABLE>
<PAGE> 20


                                        
             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                 DEPARTMENTAL ANALYSIS OF SALARIES - ACCOUNT 920
                                   (thousands)
                                        
 _______________________________________________________________________________
|                         |          DEPARTMENTAL SALARY EXPENSE   |           |
|   NAME OF DEPARTMENT    |        | INCLUDED IN AMOUNTS BILLED TO | NUMBER OF |
|INDICATE EACH DEPARTMENT |  TOTAL | PARENT|   OTHER    |   NON    | PERSONNEL |
|  OR SERVICE FUNCTION    | AMOUNT |COMPANY| ASSOCIATES |ASSOCIATES|END OF YEAR|
                          |        |       |            |          |           |
  Executive               |$ 2,224 |$ 1,536|  $     688 |  $    -  |        14 |
  Technical Services      |  1,042 |    227|        815 |       -  |        10 |
  Power Engineering and   |        |       |            |          |           |
    Construction          |  1,995 |     94|      1,901 |       -  |        26 |
  Engineering             |  3,068 |     89|      2,979 |       -  |        39 |
  Legal                   |    968 |    319|        649 |       -  |         6 |
  Corporate Services (1)  |  4,165 |    429|      3,736 |       -  |        83 |
  Controller              |  1,867 |    772|      1,094 |        1 |        34 |
  Information Services (2)|  8,517 |    125|      8,392 |       -  |       131 |
  Treasury                |  1,243 |    251|        992 |       -  |        29 |
  Audits                  |    531 |     65|        466 |       -  |         7 |
  Governmental Relations  |    916 |    151|        765 |       -  |        14 |
  Corporate Development   |  5,967 |  2,643|      3,324 |       -  |        10 |
  Fuel                    |    822 |      9|        813 |       -  |         8 |
                  TOTAL   |$33,325 |$ 6,710|  $  26,614 |  $     1 |       411 |


(1) Total amount includes $519,000 of salaries shown as Overhead on Schedule 
    XVII.

(2) Total amount includes $82,000 of salaries shown as Overhead on Schedule 
    XVII.

<PAGE> 21
             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                     OUTSIDE SERVICES EMPLOYED - ACCOUNT 923
                                   (thousands)
INSTRUCTIONS:
Provide a breakdown by subaccount of outside services employed.  If the 
aggregate amounts paid to any one payee  and included  within one subaccount is 
less than $25,000, only the aggregate number and amount of all such payments
included within the subaccount need be shown.  Provide a subtotal for each type 
of service.

 _______________________________________________________________________________
|                        |                        |RELATIONSHIP |              |
|                        |                        |"A"-ASSOCIATE|              |
|                        |                        |"NA" - NON   |              |
|  FROM WHOM PURCHASED   |         ADDRESS        | ASSOCIATE   |     AMOUNT   |
                         |                        |             |              |
 A/C 9230 7410           |                        |             |              |
 Auditing Services       |                        |             |              |
   Arthur Andersen & Co. |   Dallas, TX           |         NA  |     $    388 |
   Other (3)             |       -                |         NA  |           19 |
                         |                        |             |     $    407 |
 A/C 9230 7420           |                        |             |              |
 Legal Services          |                        |             |              |
   American Electric     |                        |             |              |
     Power Service Co.   |   Palatine, IL         |         NA  |     $     33 |
   Arter & Hadden        |   Columbus, OH         |         NA  |          132 |
   Broyles & Pratt       |   Corpus Christi, TX   |         NA  |          868 |
   Bracewell & Patterson |   Houston, TX          |         NA  |          246 |
   Clark, Thomas,        |                        |             |              |
     Winters & Newton    |   Austin, TX           |         NA  |          207 |
   Financo, Inc.         |   Austin, TX           |         NA  |           58 |
   Fischer, Jim P.       |   Jefferson City, Mo.  |         NA  |           33 |
   Hance & Gamble        |   Austin, TX           |         NA  |           62 |
   Haynes & Boone        |   Dallas, TX           |         NA  |          321 |
   Hughes & Luce         |   Dallas, TX           |         NA  |           52 |
   Jones, Day, Reavis    |                        |             |              |
     & Pogus             |   Chicago, IL          |         NA  |        1,023 |
   Keller & Heckman      |   Washington, D.C.     |         NA  |          126 |
   Lavender, et al       |   Texarkana, AR        |         NA  |           32 |
   Loeffler & Assoc.     |   San Antonio, TX      |         NA  |           52 |
   Milbank, Tweed,       |                        |             |              |
     Hadley & McCloy     |   New York, NY         |         NA  |        6,870 |
   Morgan Stanley        |   New York, NY         |         NA  |        1,000 |
   Peabody, L.E.         |   Alexandria, VA       |         NA  |           31 |
   Putnam, Hayes & Assoc.|   Cambridge, MA        |         NA  |           46 |
   Redford, Wray &       |                        |             |              |
     Woolsey             |   Corpus Christi, TX   |         NA  |           44 |
   Scott, Madden & Assoc.|   Raleigh, NC          |         NA  |           83 |
   Shannon & Weide       |   San Antonio, TX      |         NA  |           50 |
   Sheinfeld, Maley      |   Houston, TX          |         NA  |          289 |
   Sidley & Austin       |   Chicago, IL          |         NA  |          296 |
   Simons, Cuddy & Assoc.|   Santa Fe, NM         |         NA  |           71 |
   Slover & Loftus       |   Washington, D.C.     |         NA  |           49 |
   Steinmeier, Will      |   Jefferson City, MO   |         NA  |           36 |
   Vinson & Elkins       |   Dallas, TX           |         NA  |          753 |
   Wilson & Najjar       |   Santa Fe, NM         |         NA  |           82 |
   Wilson Consulting     |   Alpharetta, GA       |         NA  |           35 |
   Other (37)            |       -                |         NA  |          284 |
                         |                        |             |     $ 13,264 |

<PAGE> 21a
             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                     OUTSIDE SERVICES EMPLOYED - ACCOUNT 923
                                   (thousands)
 _______________________________________________________________________________
|                        |                        |RELATIONSHIP |              |
|                        |                        |"A"-ASSOCIATE|              |
|                        |                        |"NA" - NON   |              |
|  FROM WHOM PURCHASED   |         ADDRESS        | ASSOCIATE   |     AMOUNT   |
                         |                        |             |              |
 A/C 9230 7430           |                        |             |              |
 System Design &         |                        |             |              |
 Consulting Services     |                        |             |              |
   Andersen Consulting   |   Dallas, TX           |         NA  |     $    138 |
   Arthur Andersen       |   Dallas, TX           |         NA  |           34 |
   Business Information  |   Philadelphia, PA     |         NA  |          169 |
   Cate Genelle          |   San Jose, CA         |         NA  |           87 |
   Computer People       |   Newark, NJ           |         NA  |           43 |
   Cook - Jackson        |   Dallas, TX           |         NA  |           65 |
   Cutler/Williams       |   Dallas, TX           |         NA  |           85 |
   EPRI                  |   Palo Alto, CA        |         NA  |           85 |
   Howard Systems        |   New York, NY         |         NA  |          373 |
   IBM                   |   Dallas, TX           |         NA  |          360 |
   Independent Mgmt Svcs |   Dallas, TX           |         NA  |          402 |
   James Martin & Assoc. |   Merrifield, VA       |         NA  |        1,018 |
   Map Frame Corp        |   Dallas, TX           |         NA  |          236 |
   Montare International |   Dallas, TX           |         NA  |           90 |
   Platinum Technology   |   Dallas, TX           |         NA  |          113 |
   Software Architects   |   Westchester, IL      |         NA  |          102 |
   Software Solution     |   Dallas, TX           |         NA  |           27 |
   Titan Consulting      |   Dallas, TX           |         NA  |          208 |
   UGC Consulting        |   Denver, CO           |         NA  |          108 |
   Other (16)            |      -                 |         NA  |          137 |
                         |                        |             |     $  3,880 |
                         |                        |             |              |
                         |                        |             |              |
 A/C 9230 7450           |                        |             |              |
 Temporary Services      |                        |             |              |
   Dicker Temporary      |   Dallas, TX           |         NA  |     $     69 |
   G.A.S. Unlimited      |   Houston, TX          |         NA  |           44 |
   Imprimis              |   Dallas, TX           |         NA  |           80 |
   Manpower, Inc.        |   Dallas, TX           |         NA  |          131 |
   Multi Service         |   Kansas City, MO      |         NA  |           32 |
   Omni Training         |   Dallas, TX           |         NA  |           63 |
   Pro Staff             |   Dallas, TX           |         NA  |           42 |
   T.A.D.                |   Charlotte, NC        |         NA  |           76 |
   Today's Temporary     |   Dallas, TX           |         NA  |           63 |
   Vinson & Associates   |   Dallas, TX           |         NA  |          923 |
   Wordtemps             |   Dallas, TX           |         NA  |          151 |
   Other (28)            |      -                 |         NA  |          140 |
                         |                        |             |     $  1,814 |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |



<PAGE> 21b
             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                     OUTSIDE SERVICES EMPLOYED - ACCOUNT 923
                                   (thousands)
 _______________________________________________________________________________
|                        |                        |RELATIONSHIP |              |
|                        |                        |"A"-ASSOCIATE|              |
|                        |                        |"NA" - NON   |              |
|  FROM WHOM PURCHASED   |         ADDRESS        |  ASSOCIATE  |     AMOUNT   |
                         |                        |             |              |
 A/C 9230 7460           |                        |             |              |
 Engineering Services    |                        |             |              |
   Cook - Jackson        |   Dallas, TX           |         NA  |     $     49 |
   Energy Management     |   Charlotte, NC        |         NA  |          605 |
   EPRI                  |   Palo Alto, CA        |         NA  |          130 |
   Espey, Huston & Assoc.|   Dallas, TX           |         NA  |          127 |
   Power Technology      |   New York, NY         |         NA  |           45 |
   Sargent & Lundy       |   Chicago, IL          |         NA  |           39 |
   Simon, Richard        |   Mill Valley, CA      |         NA  |           55 |
   Stone & Webster       |   Boston, MA           |         NA  |          120 |
   Sun Technical Services|   Mission Viejo, CA    |         NA  |          755 |
   Tippett & Gee         |   Abilene, TX          |         NA  |           31 |
   Tobin Research        |   San Antonio, TX      |         NA  |           29 |
   Other (20)            |       -                |         NA  |          109 |
                         |                        |             |     $  2,094 |
                         |                        |             |              |
                         |                        |             |              |
 A/C 9230 7470           |                        |             |              |
 Outside Tax Services    |                        |             |              |
   Arthur Andersen       |   Dallas, TX           |         NA  |     $     85 |
   Newt Walker           |   Dallas, TX           |         NA  |           26 |
   Dolgin & Associates   |                        |         NA  |           48 |
   Other (2)             |       -                |         NA  |            3 |
                         |                        |             |     $    162 |
                         |                        |             |              |
                         |                        |             |              |
 A/C 9230 7480           |                        |             |              |
 Employment Agency Fees  |                        |             |              |
   Energy Managment      |   Charlotte, NC        |         NA  |     $    114 |
   Other (2)             |       -                |         NA  |            2 |
                         |                        |             |     $    116 |
                         |                        |             |              |
                         |                        |             |              |
 A/C 9230 7490           |                        |             |              |
 Other Outside Services  |                        |             |              |
   Alternative Resources |   Palatine, IL         |         NA  |     $     73 |
   Arthur Andersen       |   Dallas, TX           |         NA  |           25 |
   Barakat & Chamb       |   Oakland, CA          |         NA  |           60 |
   Belcan Service        |   Cincinnati, OH       |         NA  |           87 |
   Biggs, Glenn          |   San Antonio, TX      |         NA  |           30 |
   Broyles & Pratt       |   Corpus Christi, TX   |         NA  |          543 |
   Burson-Marsteller     |   Atlanta, GA          |         NA  |          205 |
   Business Information  |   Philadelphia, PA     |         NA  |          184 |
   Cambridge Report      |   Cambridge, MA        |         NA  |          249 |
   Central Financial     |   Dallas, TX           |         NA  |           87 |
   Computerland          |   Chicago, IL          |         NA  |           58 |
   Cory, R.H.            |   Austin, TX           |         NA  |           26 |
   Credit Suisse         |   New York, NY         |         NA  |           25 |
   Crow, Trammell        |   Dallas, TX           |         NA  |          595 |


<PAGE> 21c
             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                     OUTSIDE SERVICES EMPLOYED - ACCOUNT 923
                                   (thousands)
 ______________________________________________________________________________
|                        |                        |RELATIONSHIP |              |
|                        |                        |"A"-ASSOCIATE|              |
|                        |                        | "NA" - NON  |              |
|  FROM WHOM PURCHASED   |         ADDRESS        |  ASSOCIATE  |     AMOUNT   |
|                        |                        |             |              |
 A/C 9230 7490           |                        |             |              |
    (continued)          |                        |             |              |
                         |                        |             |              |
   Delaporte & Assoc.    |   Albuquerque, NM      |        NA   |           57 |
   Deloitte & Touche     |   Atlanta, GA          |        NA   |          185 |
   Delta Strategies      |   Austin, TX           |        NA   |           28 |
   Dri/McGraw-Hill       |   Woburn, MA           |        NA   |           32 |
   Duff & Phelps Co      |   Chicago, IL          |        NA   |           65 |
   ECC, Inc.             |   Fairfax, VA          |        NA   |          361 |
   Ecom                  |   Houston, TX          |        NA   |          238 |
   Edison Electric       |   Washington, D.C.     |        NA   |           33 |
   Energy Management     |   Charlotte, NC        |        NA   |          268 |
   Energy Research       |   Waltham, MA          |        NA   |           31 |
   EPRI                  |   Palo Alto, CA        |        NA   |          704 |
   Ernst & Young         |   Dallas, TX           |        NA   |           30 |
   Fastech               |   Detroit, MI          |        NA   |           28 |
   Financo Inc.          |   Austin, TX           |        NA   |          370 |
   Future Now            |   Dallas, TX           |        NA   |           82 |
   Gavos & Helms Design  |   Dallas, TX           |        NA   |           38 |
   Griffin/Johnson       |   Washington, D.C.     |        NA   |           40 |
   Group CMK, Inc.       |   San Antonio, TX      |        NA   |           31 |
   Heller Environment    |   Austin, TX           |        NA   |          617 |
   Hewitt & Assoc.       |   Chicago, IL          |        NA   |          538 |
   Human Affairs         |   Salt Lake City, UT   |        NA   |          123 |
   IBM                   |   Dallas, TX           |        NA   |          218 |
   Independent Mgmt Svcs |   Dallas, TX           |        NA   |           37 |
   Information Builders  |   Philadelphia, PA     |        NA   |           33 |
   Interaction Designs   |   Austin, TX           |        NA   |           91 |
   ISICAD                |   Anaheim, CA          |        NA   |           41 |
   ISIS                  |   Atlanta, GA          |        NA   |           34 |
   IVF Resources         |   Fairfax, VA          |        NA   |          119 |
   James Martin & Assoc. |   Merrifield, VA       |        NA   |          235 |
   John Stephen          |   Toronto, Canada      |        NA   |          101 |
   Kahn, Alan R.         |   Dallas, TX           |        NA   |           30 |
   Kennard, Don          |   Charlestown, WV      |        NA   |           30 |
   King Chapman BR       |   Houston, TX          |        NA   |           47 |
   Lek Partnership       |   Los Angeles, CA      |        NA   |          110 |
   Lek/Alcar Consultants |   Boston, MA           |        NA   |          608 |
   Lockard & White       |   Houston, MA          |        NA   |          191 |
   Logical Operations    |   Rochester, NY        |        NA   |           94 |
   Logical Resource      |   Dallas, TX           |        NA   |           48 |
   Lotus Direct          |   Cambridge, MA        |        NA   |           25 |
   McKinnon Media        |   Austin, TX           |        NA   |           38 |
   Mercado-Silva         |   El Paso, TX          |        NA   |          244 |
   Metzler & Assoc       |   Deerfield, IL        |        NA   |          141 |
   Moody's Investor Svcs |   Atlanta, GA          |        NA   |          141 |
   Morgan Stanley        |   New York, NY         |        NA   |        1,786 |
   National Economic     |   Newark, NJ           |        NA   |           37 |
   Network Engineering   |   Dallas, TX           |        NA   |           70 |


<PAGE> 21d
             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                     OUTSIDE SERVICES EMPLOYED - ACCOUNT 923
                                   (thousands)
 ______________________________________________________________________________
|                        |                        |RELATIONSHIP |              |
|                        |                        |"A"-ASSOCIATE|              |
|                        |                        | "NA" - NON  |              |
|  FROM WHOM PURCHASED   |         ADDRESS        |  ASSOCIATE  |     AMOUNT   |
|                        |                        |             |              |
 A/C 9230 7490           |                        |             |              |
    (continued)          |                        |             |              |
                         |                        |             |              |
   Newnam, Donald        |   Grand Prairie, TX    |        NA   |           38 |
   Omni Training         |   Dallas, TX           |        NA   |           88 |
   Price Waterhouse      |   Dallas, TX           |        NA   |           77 |
   Public Strategies     |   Austin, TX           |        NA   |          271 |
   Putnam, Hayes & Assoc.|   Cambridge, MA        |        NA   |          299 |
   Rankin, Jack          |   Grand Prairie, TX    |        NA   |           34 |
   Read-Poland           |   Dallas, TX           |        NA   |          146 |
   Read-Poland & Assoc.  |   Austin, TX           |        NA   |          302 |
   Real Decisions        |   Darien, CT           |        NA   |           74 |
   Scott, Madden & Assoc.|   Raleigh, NC          |        NA   |          209 |
   Seaman & Co           |   Dallas, TX           |        NA   |          150 |
   Software Solutions    |   Dallas, TX           |        NA   |           31 |
   Southwestern Bell     |   Dallas, TX           |        NA   |           61 |
   Standard & Poor       |   Philadelphia, PA     |        NA   |           60 |
   Summerford Design     |   Dallas, TX           |        NA   |           49 |
   TAD                   |   Charlotte, NC        |        NA   |           91 |
   Texas Tech            |   Lubbock, TX          |        NA   |           91 |
   Theodore Barry & Assoc|   Los Angeles, CA      |        NA   |           57 |
   Towers, Perrin & Assoc|   Philadelphia, PA     |        NA   |          142 |
   Patricia Vice & Assoc.|   Crosby, TX           |        NA   |          212 |
   W.B. Morrow SAF       |   Rowlett, TX          |        NA   |           25 |
   Wilson Consulting     |   Alphretta, GA        |        NA   |          179 |
   Wilson Learning       |   Eden Prairie, MN     |        NA   |          435 |
   Winner/Wagner         |   Encino, CA           |        NA   |          481 |
   WTE Corporation       |   Manchester, NH       |        NA   |           77 |
   Other (289)           |       -                |        NA   |        1,233 |
                         |                        |             |     $ 15,607 |
                         |                  TOTAL OUTSIDE SERVICES    $ 37,344 |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |
                         |                        |             |              |

<PAGE> 22


             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                  EMPLOYEE PENSIONS AND BENEFITS - ACCOUNT 926
                                   (thousands)
                                        
INSTRUCTIONS:  Provide a listing of each pension plan and benefit program 
provided by the service company.  Such listing should be limited to $25,000.
 _____________________________________________________________________________
|                    DESCRIPTION                         |       AMOUNT       |
                                                         |                    |
  Pension                                                |     $    603       |
                                                         |                    |
  Thrift Plan                                            |          675       |
                                                         |                    |
  Medical Plan                                           |          941       |
                                                         |                    |
  Benefit Plan Trustee Fee                               |          779       |
                                                         |                    |
  Employee Assistance Program                            |          156       |
                                                         |                    |
  Health and Fitness Program                             |           99       |
                                                         |                    |
  Vacation Accrual                                       |          548       |
                                                         |                    |
  Employee Awards and Events Program                     |           38       |
                                                         |                    |
  Educational Assistance                                 |          140       |
                                                         |                    |
  Company Store                                          |           86       |
                                                         |                    |
  System Employee Benefits                               |        1,238       |
                                                         |                    |
  Retired Employee Benefits                              |        1,136       |
                                                         |                    |
  Others (8)                                             |           70       |
                                                TOTAL    |     $  6,509       |

             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                  GENERAL ADVERTISING EXPENSES - ACCOUNT 930.1
                                   (thousands)
INSTRUCTIONS:
Provide a listing of the amount included in Account 930.1, "General Advertising
Expenses", classifying the items according to the nature of the advertising
and as defined in the account definition.  If a particular class includes
an amount in excess of $3,000 applicable to a single payee, show separately
the name of the payee and the aggregate amount applicable thereto.
 ______________________________________________________________________________
|             DESCRIPTION          |        NAME OF PAYEE    |   AMOUNT       |
                                   |                         |                |
  Fees to Advertising Agency -     |                         |                |
    Employment Related             |  BSA Advertising, Inc.  | $      4       |
                                   |  Bernard Hodes          |       50       |
                                   |  Other (9)              |        9       |
  Fees to Communication Consultant-|                         |                |
    Investor/Public Relations      |                         |                |
    Related                        |  Read-Poland Associates |        8       |
                                   |  National Association   |                |
                                   |    of Investors Corp.   |       16       |
                                   |  Nebrig & Associates    |        9       |
                                   |  Five Star Productions  |        7       |
                                   |  Stanley David & Assoc. |        5       |
                                   |  Research Magazine      |       73       |
                                   |  El Paso Hispanic       |                |
                                   |    Chamber of Commerce  |        5       |
                                   |  Other (16)             |       15       |
                                   |             TOTAL       | $    201       |

<PAGE> 23


             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                 MISCELLANEOUS GENERAL EXPENSES - ACCOUNT 930.2
                                   (thousands)
                                        
                                        
INSTRUCTIONS:
Provide a listing of the amount included in Account 930.2, "Miscellaneous 
General Expenses", classifying such expenses according to their nature.  
Payments and expenses permitted by Sections 321(b)(2) of the Federal 
Election Campaign Act, as amended by Public Law
94-283 in 1976 (2 U.S.C. 441(b)(2)) shall be separately classified.

 _____________________________________________________________________________
|                    DESCRIPTION                         |       AMOUNT       |
                                                         |                    |
  Company Membership Fees and Dues                       |      $   824       |
  Company Relocation Expenses                            |        1,345       |
  Trustee, Registrar, and Transfer Agent Fees            |          119       |
  Stockholders Meeting Expense                           |           17       |
  Dividend Letter                                        |          242       |
  Directors' Fees and Expenses                           |          485       |
  Publish and Distribute Annual Report                   |          461       |
  Directors' Meetings Expense                            |          224       |
  Contract Programming                                   |        3,642       |
                                                         |                    |
                                              TOTAL      |      $ 7,359       |



             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                               RENTS - ACCOUNT 931
                                   (thousands)
                                        
INSTRUCTIONS:
Provide a listing of the amount included in Account 931, "Rents", classifying 
such expenses by major groupings of property, as defined in the account 
definition of the Uniform System of Accounts.

 _______________________________________________________________________________
|                   TYPE OF PROPERTY                     |       AMOUNT       |
                                                         |                    |
  Office Space Rent                                      |      $ 2,395       |
  Offsite Storage Space Rent                             |          100       |
  Computer Timesharing Rent                              |          376       |
  Computer Software Rent                                 |        6,481       |
  Computer Equipment Rent                                |        2,905       |
  Automobile Rent                                        |          243       |
  Other Rent                                             |          333       |
                                                         |                    |
                                              TOTAL      |      $12,833       |


<PAGE> 24

             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                   TAXES OTHER THAN INCOME TAXES - ACCOUNT 408
                                   (thousands)
                                        
INSTRUCTIONS:
Provide an analysis of Account 408 "Taxes Other Than Income Taxes".  Separate 
the analysis into two groups: (1) other than U.S. Government taxes, and 
(2) U.S. Government taxes. Specify each of the various kinds of taxes and show 
the amounts thereof.  Provide a subtotal for each class of tax.

 ______________________________________________________________________________
|                   KIND OF TAX                           |       AMOUNT       |
                                                          |                    |
  Other Than U.S. Government Taxes:                       |                    |
    State Unemployment Taxes                              |      $    74       |
    Property and Other Taxes                              |          971       |
                                                          |                    |
         Subtotal                                         |        1,045       |
                                                          |                    |
  U. S. Government Taxes:                                 |                    |
    Social Security Taxes                                 |      $ 1,907       |
    Federal Unemployment Taxes                            |           31       |
                                                          |                    |
         Subtotal                                         |        1,938       |
                                                          |                    |
                                              TOTAL       |      $ 2,983       |

<PAGE> 25
             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                            DONATIONS - ACCOUNT 426.1
                                   (thousands)
INSTRUCTIONS:
Provide  a  listing  of the amount included in Account 426.1, "Donations", 
classifying such expenses by its purpose.   The  aggregate number and amount 
of all items of less than $3,000 may be shown in lieu of details.
 ______________________________________________________________________________
|    NAME OF RECIPIENT     |            PURPOSE OF DONATION            |AMOUNT |
                           |                                           |       |
 Greater Dallas Chamber    | Annual membership                         |$   27 |
                           |                                           |       |
 United Way of Metropolitan| Contribution to support community service |    50 |
   Dallas                  |   organizations                           |       |
                           |                                           |       |
 Dallas Symphony           | Annual fund campaign contribution         |    20 |
                           |                                           |       |
 Dallas Theater Center     | Contribution to support the organization  |    30 |
                           |                                           |       |
 Dallas Ambassadors        | Contribution to promote Dallas as an      |     5 |
   Forum                   |   international city thus stimulating     |       |
                           |   trade, cultural, educational and other  |       |
                           |   interactions                            |       |
                           |                                           |       |
 Boy Scouts of America     | Sustaining membership                     |    10 |
                           |                                           |       |
 American Jewish Committee | Contribution to support the organization  |     3 |
                           |                                           |       |
 Texas Council on Economic | Contribution to support activities of the |     5 |
   Education               |   organization                            |       |
                           |                                           |       |
 Dallas Opera              | Annual fund campaign contribution         |     6 |
                           |                                           |       |
 New Texas Foundation      | Annual membership contribution            |    10 |
                           |                                           |       |
 Southwestern Ball         | Silver Sponsorship benefiting Basic       |       |
                           |   Neuroscience and Nerve Regeneration     |    13 |
                           |                                           |       |
 Boys and Girls Club       | Contribution to support the organization  |     6 |
                           |                                           |       |
 YMCA of Metropolitan      | Contribution to the Metropolitan YMCA of  |     5 |
   Dallas                  |   Dallas Capital Improvement Drive        |       |
                           |                                           |       |
 Capitol Fund              | Annual Installment to the restoration of  |       |
                           |   the Texas State Capitol                 |    17 |
                           |                                           |       |
 Texas Chamber of Commerce | Annual membership contribution            |     3 |
                           |                                           |       |
 Central & South West      | Inaugural tickets for sponsorship of      |       |
   Washington, D.C.        |   Congressman Dick Gephardt (D-MO)        |     4 |
                           |                                           |       |
 Cleer                     | Contribution to support the organization  |     5 |
                           |                                           |       |
 Dallas Citizens           | Annual membership contribution            |     3 |
                           |                                           |       |
 DCCD District Foundation  | Contribution to support the organization  |     3 |
                           |                                           |       |
 Dallas Foundation         | Annual membership contribution            |     3 |
                           |                                           |       |
 Dallas International      | Annual payment for a three-year           |       |
  Sports Commission        |   commitment                              |     3 |
                           |                                           |       |
 Dallas Memorial Center    | Underwrite Harmony Awards Dinner          |       |
  for Holocaust Studies    |                                           |    10 |
                           |                                           |       |
 Dallas Museum of Art      | Expansion campaign and membership         |    10 |
                           |                                           |       |
 The 500, Inc.             | Contribution to support the organization  |     3 |
                           |                                           |       |
 Friends of Scouting       | Contribution to support the organization  |     5 |

<PAGE> 25a
                                        
                              DONATIONS - CONTINUED
                                   (thousands)


 ______________________________________________________________________________
|    NAME OF RECIPIENT     |            PURPOSE OF DONATION            |AMOUNT |
                           |                                           |       |
 Harvard University/Kennedy| Contribution to support the organization  |       |
  School of Government     |                                           |    50 |
                           |                                           |       |
 Kindley, Susan            | Harllee School Christmas shopping         |       |
                           |   program                                 |     5 |
                           |                                           |       |
 National Wilderness       | Contribution to support the organization  |       |
  Institute                |                                           |     5 |
                           |                                           |       |
 National Council on       | Contribution to support the activities of |       |
  Economic Education       |   the organization                        |     3 |
                           |                                           |       |
 Oklahoma Foundation for   | Contribution to support the organization  |       |
  Excellence               |                                           |    10 |
                           |                                           |       |
 Project Shelter           | Corporate sponsorship of tournament       |       |
                           |   benefiting Dallas shelters              |    15 |
                           |                                           |       |
 Save Our School           | Contribution to support the organization  |    10 |
                           |                                           |       |
 Texas Research League     | Government Research contribution          |    10 |
                           |                                           |       |
 The Dallas Historical     | Catherine the Great Promissory Note       |       |
  Society                  |                                           |    25 |
                           |                                           |       |
 Unite El Paso             | Contribution to support the organization  |    15 |
                           |                                           |       |
 United Negro College Fund | Contribution to support the organization  |     3 |
                           |                                           |       |
 University of Dallas      | Matching contribution                     |     8 |
                           |                                           |       |
 Woman's Initiative to     | Sponsorship of conference                 |       |
  Strengthen El Paso       |                                           |     3 |
                           |                                           |       |
 Other (80)                |                                           |    37 |
                                                                       |       |
                                                              TOTAL    |$  458 |



<PAGE> 26


             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                                        
                          For the Year Ended December 31, 1993

                        OTHER DEDUCTIONS - ACCOUNT 426.5
                                   (thousands)
                                        
INSTRUCTIONS:
Provide a listing of the amount included in Account 426.5, "Other Deductions",
classifying  such expenses according to their nature.

 _______________________________________________________________________________
|             DESCRIPTION          |        NAME OF PAYEE    |    AMOUNT       |
                                   |                         |                 |
  Expenditures for Certain Civic,  |                         |                 |
    Political & Related Activities | Company employee and    |                 |
                                   | administrative costs    |                 |
                                   | for civic, political    |                 |
                                   | and related activities  | $   1,039       |
                                   |                         |                 |
  Misc. Amortization               | Company expense         |       146       |
                                   |                         |                 |
                                   |                         |                 |
                                   |               TOTAL     | $   1,185       |



<PAGE> 27


             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                      For the Year Ended December 31, 1993
                                        
                  SCHEDULE XVIII - NOTES TO STATEMENT OF INCOME
                                        
INSTRUCTIONS:
The space below is provided for important notes regarding the statement of 
income or  any  account thereof.   Furnish  particulars  as to any significant 
increase in  services  rendered  or  expenses incurred during the year.  
Notes relating to financial statements shown elsewhere in this report may
be indicated here by reference.

1.  The Data Center provides centralized computer services for all CSW System 
    companies.  The following information is provided pursuant to a Securities 
    and Exchange Commission data request letter dated May 6, 1983.

    (a)  Aggregate Billings by the Data Center

    The operating costs for the Data Center for the year ended December 31,
    1993, were $9,997,105. See paragraph (b) for explanation of the 1993 
    billing procedure.

    (b)  Breakdown of Data Center Billings by CRU

    The actual 1993 costs for the operation of the Data Center were $9,997,105.
    Costs of operation of the Data Center were charged back to the system 
    companies based on their usage of the computer resources.  CSWS has modified
    the method by which it allocates its costs for computer services rendered to
    CSW System companies as follows:

         Computer Resource Unit (CRU) Component Simplification

    CSWS utilizes the CRU, a measurement of computer services rendered to 
    allocate direct costs to the CSW Companies.  The CRU was previously made up 
    of forty components.  CSWS, on April 1, 1990, reduced the number of 
    components making up the CRU to only three components:  (a)  tape storage in
    terms of tape-days, which is used to allocate all tape related costs, (b)  
    disk storage in terms of track-days which is used to allocate all disk 
    related costs, and (c)  CPU seconds which is used to allocate all other 
    processor related usage costs.  Use of only three components simplifies the 
    computer billing process, reduces administrative costs and makes the charges
    to the users clearer and easier to understand.

         Usage Cost Allocation

    Computer usage costs are being allocated on the basis of two factors.  A 
    "usage" portion is allocated based on the current number of CRU's used 
    reflecting incremental costs of utilizing the three CRU components.  The 
    remaining "base" costs are being allocated to the companies based on the 
    previous three years of processor related CRU usage costs and reflect fixed 
    costs of operating the data center.  Utilizing "past average usage" as a 
    basis for allocating a portion of the costs is appropriate because a 
    component of the cost of providing service is embedded and is more equitably
    distributed based on past usage.

    The following page outlines the billing to system companies separated into 
    the two components referenced above.  It should be noted that one dollar of 
    usage cost equals one CRU.



<PAGE> 27a


             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                       For the Year Ended December 31, 1993
                                        
                  SCHEDULE XVIII - NOTES TO STATEMENT OF INCOME
                                        
                                        
                                     Usage             Base              Total
Company            CRU's            Billing          Billing            Billing


CPL                839,884        $  839,884       $  554,793        $ 1,394,677

PSO              1,296,845         1,296,845        1,281,954          2,578,799

SWEPCO             971,987           971,987        1,287,552          2,259,539

WTU                389,419           389,419          283,671            673,090

TRANSOK            714,128           714,128          328,967          1,043,095

CSWS             1,115,684         1,115,684          927,891          2,043,575

CSW Energy           4,283             4,283               47              4,330

TOTALS           5,332,230        $5,332,230       $4,664,875        $ 9,997,105




    (c)  Statement of Data Center Activities

      The major activities of the Data Center during 1993 were production
      environment of Integrated Data Management System (IDMS) and Customer
      Information Control System (CICS) for all of the system companies.
   
      The operating costs for 1993 included salaries, equipment expenses,
      software services, disaster recovery, site rentals and general supplies.

<PAGE> 28
 
                                        
                                ORGANIZATION CHART
                                 December 31, 1993
 
<TABLE>
<CAPTION>
 
<C>          <C>             <S>    <C>   <S>   <C>  <C>  <S>   <C>          <C>  <S>      <C>   <S>    <C>
                                                           ___________
                                                          | CHMN/CEO/ |
                                                          | President |
                                                          |___________|
                                                                |
                                                                |        __________
                                                                |       | DIRECTOR |
                                                                |------ | Corporate|
                                                                |       |  Audits  |
                                                                |       |__________|
                                                                |
              __________________________________________________|__________________________
             |                     |                |                                      |
        _____|_____             ___|___        _____|_____                          _______|______
       |SR VP      |           | SR VP |      |Exec VP/CSW|                        |    Exec VP   |
       |Finance/CFO|           |General|      |  CEO/CSWS |                        |      COO     |
       |___________|           |Counsel|      |___________|                        |______________|
             |                 |_______|            |                                      |
       ______|______            ____________________|__________________              ______|_____
 _____|____  |  ____|____  ____|____  ____|_____      ____|_____  _____|_____  _____|______  ____|______
|Controller| | |Treasurer||  CSWS   ||    VP    |    |CSW Energy|| VP        ||VP Marketing||    VP     |
|    CSW   | | |   CSWS  ||President||Government|    |President || Corporate ||  Business  || Business  |
|__________| | |_________||_________||Relations |    |__________||Development|| Development||Development|
             |                 |     |__________|                |___________||____________||___________|
         ____|____             |                                       |
        |   VP    |            |                                       |
        |Strategic|            |                                       |
        | Planning|            |                                       | 
        |_________|            |                                       | 
                               |                                       |
       ________________________|________            ___________________|_
 _____|_____  _____|_____  ____|____  __|___  _____|_____  ___|____   ___|____
|    VP     ||    VP     ||   VP    || VP   ||  Mergers  ||    VP  | |    CSW |
|Engineering||Information||Corporate||Fuels ||     and   || Special| |Ventures|
|           || Resources || Services||      ||Acquisition||Projects| |        |
|___________||___________||_________||______||___________||________| |________|

</TABLE>

<PAGE> 29
             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                              METHODS OF ALLOCATION
                                        
      Central and South West Services, Inc. requested and the Securities and 
Exchange Commission granted on December 30, 1982, October 23, 1985, and February
13, 1992, the following thirteen part cost allocation method.

1.Total  Assets with 20% Allocated to CSW -- a basis of allocation with 20%  of
  costs allocated to CSW and the remaining 80% allocated among the participating
  companies in the ratio of each company's total assets as a percentage of the  
  total assets of all participating companies.

2.Total  Assets  --  a  basis  of allocation which allocates  costs  among  the
  participating companies in the ratio of each company's total assets as a 
  percentage of the total assets of all participating companies.

3.Peak  Load  --  a  basis  of  allocation  which  allocates  costs  among  the
  participating companies in the ratio of each company's peak load as a 
  percentage of the sum of the peak loads of all participating companies.

4.Average Number of Ultimate Customers -- a basis of allocation which allocates
  costs among the participating companies in the ratio of each company's average
  number of ultimate customers as a percentage of the sum of the average number
  of ultimate customers of all participating companies.

5.KWH  Sales  --  a  basis  of  allocation  which  allocates  costs  among  the
  participating companies in the ratio of each company's kilowatt-hour sales to
  ultimate customers of all participating companies.

6.Peak  Load/Average Customers/KWH Sales -- a basis of allocation  which  gives
  equal weighing to peak load, average number of ultimate customers and 
  kilowatt-hour sales to ultimate customers and allocates costs among the 
  participating companies in the ratio of each company's amounts to the sum of 
  each item of all participating companies.

7.Average  Peak  Load  for  Past Three Years -- a  basis  of  allocation  which
  allocates costs among the participating companies in the ratio of the sum of 
  each company's peak load for the past three years as a percentage of the sum 
  of the last three years' peak loads for all of the participating companies.

8.Computer Resource Units -- a basis of allocation which allocates costs  among
  the participating companies in the ratio of each company's computer usage to 
  the sum of the computer usage of all the participating companies.

9.Number of Employees -- a basis of allocation which allocates costs among  the
  participating companies in the ratio of each company's number of employees to
  the total number of all employees of all participating companies.

10.Total Gross Utility Plant -- a basis of allocation which allocates costs 
   among the participating companies in the ratio of each company's gross 
   utility plant as a percentage of the total gross utility plant of all 
   participating companies.

11.Total Common Stock Equity with 20% Allocated to CSW -- a basis of allocation
   with 20% of costs allocated to CSW and the remaining 80% allocated among the
   participating companies in the ratio of each company's common stock equity as
   a percentage of the total common stock equity of all participating companies.

12.Number of Leases -- a basis of allocation which allocates costs among the
   participating companies in the ratio of each company's participation in
   leases held in mining projects.

13.Total  CSWS Billing less Indirect Costs and Interest -- a basis of allocation
   which allocates costs among the participating companies based on the 
   percentage of company direct work orders billed to each CSW System company.

<PAGE> 30

             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
           ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED
                                        
    The following annual statement was supplied to each associate company in 
support of the amount of compensation for use of capital billed during 1993:

    In accordance with Instruction 01-12 of the Securities and Exchange 
Commission's Uniform  System  of  Accounts  for Mutual Service Companies  and  
Subsidiary  Service Companies, Central and South West Services, Inc. submits the
following information on the billing of interest on borrowed funds to associated
companies for the year 1993:

  A.  Amount of interest billed to associate companies is contained on page 16,
      Analysis of Billing.

  B.  The basis for billing of interest to the associated companies is based
      on the ratio of the total expenses charged to each associated company,
      exclusive of interest, to the total Company expenses exclusive of interest
      expense.


<PAGE> 31

             ANNUAL REPORT OF Central and South West Services, Inc.
                                        
                                        
                                SIGNATURE CLAUSE
                                        
                                        
     Pursuant to the requirements of the Public Utility Holding Company Act of
1935  and  the rules and regulations of the Securities and Exchange Commission
issued thereunder, the undersigned company has duly caused this report  to  be
signed on its behalf by the undersigned officer thereunto duly authorized.





                                   Central and South West Services, Inc.
                                   (Name of Reporting Company)

                                   By: /s/ Robert M. Spratling
                                      (Signature of Signing Officer)

                                   Robert M. Spratling, Controller
                                 (Printed Name and Title of Signing Officer)


Date: April 21,1994



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