CENTRAL & SOUTH WEST SERVICES INC
U-1/A, 1994-12-21
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  <PAGE> 1
                                                              File No. 70-8531


                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C.  20549

                                AMENDMENT NO. 1 TO

                         FORM U-1 APPLICATION-DECLARATION

                                     UNDER THE

                    PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                             _________________________


                       CENTRAL AND SOUTH WEST SERVICES, INC.
                           1616 Woodall Rodgers Freeway
                                  P.O. Box 660164
                                Dallas, Texas 75266

             (Name of company or companies filing this statement and 
                     addresses of principal executive offices)

                             _________________________


                        CENTRAL AND SOUTH WEST CORPORATION

                  (Name of top registered holding company parent)

                             _________________________

                                Shirley S. Briones
                                     Treasurer
                       Central and South West Services, Inc.
                           1616 Woodall Rodgers Freeway
                                  P.O. Box 660164
                                Dallas, Texas 75266

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

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

                    (Names and addresses of agents for service)


  <PAGE> 2
         Central and South West Services, Inc., a Texas corporation ("CSWS"),
is a wholly owned nonutility subsidiary of Central and South West Corporation
("CSW"), a Delaware corporation and a registered holding company under the
Public Utility Holding Company Act of 1935, as amended (the "Act"), hereby
files this Amendment No. 1 to the Form U-1 Application-Declaration in File 
No. 70-8531 for the purpose of amending Item 6.  In all other respects, the
Application-Declaration as previously filed will remain the same.

Item 6.  Exhibits and Financial Statements.

         Item 6 is hereby amended to file the following exhibit:

         Exhibit 5 -   Financial Statements of CSWS and CSW, per books and pro
                       forma, as of September 30, 1994.


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

         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned company has duly caused this document to
be signed on its behalf by the undersigned thereunto duly authorized.
         Dated:  December 21, 1994


                                      CENTRAL AND SOUTH WEST SERVICES, INC.



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



  <PAGE> 1

                                  EXHIBIT INDEX


Exhibit                                                            Transmission
Number                               Exhibit                          Method   
- -------                              -------                       ------------

  5                  Financial Statements of CSWS and CSW,          Electronic
                     per books and pro forma as of 
                     September 30, 1994.



  <PAGE> 1

                                                                     EXHIBIT 5
                                                                     ---------


                                       INDEX
                                        TO
                               FINANCIAL STATEMENTS

                                                                         Page
                                                                        Number
 CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES

 Consolidated Balance Sheets - Per Books and Pro Forma
   as of September 30, 1994                                             2 - 3

 Consolidated Statement of Income for the Twelve Months Ended
   September 30, 1994                                                     4

 Consolidated Statement of Retained Earnings for the Twelve
   Months Ended September 30, 1994                                        5

 Statements of Long-Term Debt Outstanding as of September 30, 1994      6 - 9

 Statements of Preferred Stock Outstanding as of September 30, 1994      10

 CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)

 Balance Sheets - Per Books and Pro Forma as of September 30, 1994       11

 Statement of Income for the Twelve Months Ended September 30, 1994      12

 CENTRAL AND SOUTH WEST SERVICES, INC.

 Balance Sheets - Per Books and Pro Forma as of September 30, 1994    13 - 14

 Statement of Income for the Twelve Months Ended September 30, 1994      15

 Statement of Retained Earnings for the Twelve Months Ended
   September 30, 1994                                                    16

 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS                                 17

 STATEMENT OF CHANGES                                                    18

 CAPITALIZATION RATIOS - Per books and Pro forma                         19

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                              20



  <PAGE> 2
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)

                                                 Per       Pro Forma      Pro
                                                Books     Adjustments    Forma

 ASSETS                                         No pro forma adjustments

 PLANT
   Electric utility
     Production                                 $5,794                   $5,794
     Transmission                                1,355                    1,355
     Distribution                                2,480                    2,480
     General                                       756                     
     Construction work in progress                 352                     
     Nuclear fuel                                  161                     
   Gas                                             800                     
                                                ------                   ------
                                                11,698                   11,698
   Less - Accumulated depreciation               3,792                    3,792
                                                ------                   ------
                                                 7,906                    7,906
                                                ------                   ------
 CURRENT ASSETS
   Cash and temporary cash investments              34                      
   Accounts receivable                             937                      937
   Materials and supplies, at average cost         154                      154
   Fuel inventory, substantially at average cost    91                       91
   Gas inventory/products for resale                24                       24
   Unrecovered fuel cost                            74                       74
   Prepayments and other                            79                       79
                                                ------                   ------
                                                 1,393                    1,393
                                                ------                   ------
 DEFERRED CHARGES AND OTHER ASSETS
   Deferred plant costs                            516                      516
   Mirror CWIP asset - net                         324                      324
   Other non-utility investments                   333                      333
   Income tax related regulatory asset net         209                      209
   Other                                           295                      295
                                                ------                   ------
                                                 1,677                    1,677
                                                ------      ------       ------
                                               $10,976          $0      $10,976
                                                ======      ======       ======


  <PAGE> 3
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)

                                                 Per       Pro Forma      Pro
                                                Books     Adjustments    Forma

 CAPITALIZATION AND LIABILITIES                 No proforma adjustments

 CAPITALIZATION
   Common Stock Equity -
     Common stock, $3.50 par value, authorized
     350,000,000 shares; issued and outstanding
        189,901,000 shares                        $665                     $665
     Paid-in capital                               547                      547
     Retained earnings                           1,841                    1,841
                                                ------                   ------
     Total Common Stock Equity                   3,053                    3,053

   Preferred stock
     Not subject to mandatory redemption           292                      292
     Subject to mandatory redemption                35                       35
   Long-term debt                                2,886                    2,886
                                                ------                   ------
     Total Capitalization                        6,266                    6,266
                                                ------                   ------
 CURRENT LIABILITIES
   Long-term debt/preferred stock
     due within twelve months                       11                       11
   Short-term debt                                 739                      739
   Short-term debt - CSW Credit                    808                      808
   Accounts payable                                244                      244
   Accrued taxes                                   177                      177
   Accrued interest                                 70                       70
   Accrued restructuring charges                    42                       42
   Other                                           157                      157
                                                ------                   ------
                                                 2,248                    2,248
                                                ------                   ------
DEFERRED CREDITS
   Income taxes                                  2,040                    2,040
   Investment tax credits                          324                      324
   Mirror CWIP liability and other                  98                       98
                                                ------                   ------
                                                 2,462                    2,462
                                                ------      ------       ------
                                               $10,976          $0      $10,976
                                                ======      ======       ======


  <PAGE> 4
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)



 OPERATING REVENUES                                 $3,672
                                                    ------
 OPERATING EXPENSES AND TAXES
   Fuel and purchased power                          1,206
   Gas purchased for resale                            326
   Other operating                                     680
   Restructuring charges                                97
   Maintenance                                         189
   Depreciation and amortization                       353
   Taxes, other than Federal income                    206
   Federal income taxes                                129
                                                    ------
                                                     3,186
                                                    ------
 OPERATING INCOME                                      486
                                                    ------
 OTHER INCOME AND DEDUCTIONS
   Mirror CWIP liability amortization                   70
   Other                                                25
                                                    ------
                                                        95

 INCOME BEFORE INTEREST CHARGES                        581
                                                    ------
 INTEREST CHARGES
   Interest on long-term debt                          217
   Interest on short-term debt and other                62
                                                    ------
                                                       279
                                                    ------

 NET INCOME                                            302

   Preferred stock dividends                            19
                                                    ------
 NET INCOME FOR COMMON STOCK                          $283
                                                    ======


  <PAGE> 5
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENT OF RETAINED EARNINGS
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)



 RETAINED EARNINGS AT September 30, 1993            $1,876

 Add: Net income for common stock                      283
                                                    ------
                                                     2,159

 Deduct: Common stock dividends                        318
                                                    ------
 RETAINED EARNINGS AT September 30, 1994            $1,841
                                                    ======


  <PAGE> 6
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)


 CENTRAL POWER AND LIGHT COMPANY
  First mortgage bonds -
 Series J, 6-5/8%, due January 1, 1998                             $28
 Series L, 7%, due February 1, 2001                                 36
 Series T, 7-1/2%, due December 15, 2014                           112
 Series U, 9-3/4%, due July 1, 2015                                 32
 Series Z, 9-3/8%, due December 1, 2019                            140
 Series AA, 7-1/2%,  due March 1, 2020                              50
 Series BB, 6%, due  October 1, 1997                               200
 Series CC, 7-1/4%,  due October 1, 2004                           100
 Series DD, 7-1/8%,  due December 1, 1999                           25
 Series EE, 7-1/2%,  due December 1, 2002                          115
 Series FF, 6-7/8%,  due February 1, 2003                           50
 Series GG, 7-1/8%,  due February 1, 2008                           75
 Series HH, 6%, due  April 1, 2000                                 100
 Series II, 7-1/2%,  due April 1, 2023                             100
 Series JJ, 7-1/2%,  due May 1, 1999                               100
Installment sales agreements -
   Pollution control bonds
     Series 1974  7-1/8%, due June 1, 2004                           8
     Series 1977  6%, due November 1, 2007                          34
     Series 1984  7-7/8%, due December 15, 2014                      6
     Series 1984  10-1/8%, due October 15, 2014                     69
     Series 1986  7-7/8%, due December 1, 2016                      60
     Series 1993  6%, due July 1, 2028                             120
Unamortized discount                                               (12)
Unamortized costs of reacquired debt                               (83)
                                                                ------
                                                                $1,465
                                                                ------


  <PAGE> 7
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)



 PUBLIC SERVICE COMPANY OF OKLAHOMA
 First mortgage bonds -
   Series J, 5-1/4%, due March 1, 1996                             $25
   Series K, 7-1/4%, due January 1, 1999                            25
   Series L, 7-3/8%, due March 1, 2002                              30
   Series S, 7-1/4%, due July 1, 2003                               65
   Series T, 7-3/8%, due December 1, 2004                           50
   Series U, 6-1/4%, due April 1, 2003                              35
   Series V, 7-3/8%, due April 1, 2023                             100
   Series W, 6-1/2%, due June 1, 2005                               50
 Installment sales agreements -
   Pollution control bonds
     5.9%, due December 1, 2007                                     35
     Series 1984 7-7/8, due December 15, 2014                       13
 Unamortized discount                                               (5)
 Unamortized costs of reacquired debt                              (21)
                                                                ------
                                                                  $402
                                                                ------


  <PAGE> 8
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)

 SOUTHWESTERN ELECTRIC POWER COMPANY
 First mortgage bonds -
   Series U, 9-1/8%, due November 1, 2019                           $4
   Series V, 7-3/4%, due June 1, 2004                               40
   Series W, 6-1/8%, due December 1, 1999                           40
   Series X, 7%, due December 1, 2007                               90
   Series Y, 6-5/8%, due February 1, 2003                           55
   Series Z, 7-1/4%, due July 1, 2023                               45
   Series  AA, 5-1/4%, due April 1, 2000                            45
   Series  BB, 6-7/8%, due October 1, 2025                          80
   1976 Series A, 6.2%, due November 1, 2006                         7
   1976 Series B, 6.2%, due November 1, 2006                         1
 Installment sales agreements -
   Pollution control bonds
     1978 Series A, 6%, due January 1, 2008                         14
     1991 Series A, 8.2%, due August 1, 2011                        17
     1991 Series B, 6.9%, due November 1, 2004                      12
     Series 1986, 8.2%, due July 1, 2014                            82
     Series 1992, 7.6%, due January 1, 2019                         54
 Bank loan, variable rate, due June 15, 1994                        50
 Railcar lease obligations                                          19
 Unamortized discount                                               (4)
 Unamortized costs of reacquired debt                              (56)
                                                                ------
                                                                  $595
                                                                ------
 WEST TEXAS UTILITIES COMPANY
 First mortgage bonds -
   Series 0, 9-1/4%, due December 1, 2019                           63
   Series P, 7-3/4%, due July 1, 2007                               25
   Series Q, 6-7/8%, due October 1, 2002                            35
   Series R, 7%, due October 1, 2004                                40
   Series S, 6-1/8%, due February 1, 2004                           40
 Installment sales agreement -
   Pollution control bonds
     7-7/8%, due December 15, 2014                                  44
 Unamortized discount                                               (1)
 Unamortized costs of reacquired debt                              (28)
                                                                ------
                                                                  $218
                                                                ------


  <PAGE> 9
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (millions)

 TRANSOK, INC.
 Note payable, 8.960%, due April 17, 2017                          $15
 Note payable, 8.280%, due April 16, 2007                            3
 Note payable, 8.130%, due April 16, 2002                            3
 Note payable, 8.125%, due April 22, 2002                           17
 Note payable, 8.900%, due May 21, 2012                              5
 Note payable, 7.810%, due May 20, 1999                              3
 Note payable, 8.250%, due May 20, 2004                              1
 Note payable, 8.170%, due May 22, 2003                              2
 Note payable, 7.750%, due May 21, 1999                              5
 Note payable, 8.170%, due May 28, 2004                              2
 Note payable, 8.280%, due June 3, 2003                              4
 Note payable, 8.340%, due June 2, 2004                              2
 Note payable, 8.350%, due August 27, 2012                           5
 Note payable, 7.350%, due August 26, 2002                           5
 Note payable, 7.330%, due August 26, 2002                           1
 Note payable, 7.320%, due August 28, 2002                          14
 Note payable, 6.750%, due December 1, 1999                         15
 Note payable, 7.800%, due March 1, 2004                            10
 Note payable, 7.770%, due March 1, 2004                             3
 Note payable, 7.780%, due December 15, 2004                         2
 Note payable, 7.730%, due December 15, 2004                         1
 Note payable, 7.670%, due March 1, 2004                             1
 Note payable, 7.650%, due May 15, 2002                              5
 Note payable, 7.650%, due May 15, 2002                              5
 Note payable, 7.710%, due December 23, 2003                        11
 Note payable, 6.850%, due March 18, 2005                            1
 Note payable, 6.850%, due March 18, 2005                            1
 Note payable, 6.900%, due March 1, 2005                             6
 Note payable, 6.990%, due March 24, 2005                            5
 Note payable, 6.860%, due March 28, 2005                           12
 Note payable, 7.750%, due April 24, 2023                           10
 Note payable, 6.840%, due April 25, 2005                            3
 Note payable, 7.750%, due April 26, 2023                            5
 Note payable, 6.810%, due April 26, 2003                            7
 Note payable, 6.600%, due April 29, 2003                            2
 Note payable, 6.710%, due April 30, 2004                            1
 Note payable, 6.930%, due May 5, 2005                               1
 Note payable, 7.070%, due May 5, 2008                               1
 Note payable, 7.000%, due January 12, 2004                          5
                                                                ------
                                                                  $200
 CENTRAL AND SOUTH WEST SERVICES, INC.                          ------
   Note payable, 9%, due February 1, 2008                            5
                                                                ------
   TOTAL CONSOLIDATED                                           $2,886
                                                                ======

  <PAGE> 10
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF PREFERRED STOCK OUTSTANDING
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)


 NOT SUBJECT TO MANDATORY REDEMPTION

 CENTRAL POWER AND LIGHT COMPANY
   4.00% Series,   100,000 shares                                  $10
   4.20% Series,    75,000 shares                                    8
   7.12% Series,   260,000 shares                                   26
   8.72% Series,   500,000 shares                                   50
   2.69% Series,   750,000 shares                                   75
   2.711% Series,  425,000 shares                                   42
   2.688% Series,  425,000 shares                                   42
   Issuance expense                                                 (3)
                                                                ------
                                                                   250
                                                                ------
 PUBLIC SERVICE COMPANY OF OKLAHOMA

   4.00% Series,    97,900 shares                                   10
   4.24% Series,   100,000 shares                                   10
                                                                ------
                                                                    20
                                                                ------
 SOUTHWESTERN ELECTRIC POWER COMPANY

   5.00% Series,    75,000 shares                                    8
   4.65% Series,    25,000 shares                                    2
   4.28% Series,    60,000 shares                                    6
                                                                ------
                                                                    16
                                                                ------
 WEST TEXAS UTILITIES COMPANY
   4.40% Series,    60,000 shares                                    6
                                                                ------
 Total Consolidated                                               $292
                                                                ======
 SUBJECT TO MANDATORY REDEMPTION

   SOUTHWESTERN ELECTRIC POWER COMPANY
     6.95% Series, 364,000 shares                                   35

                                                                ------
     Total Consolidated                                            $35
                                                                ======



  <PAGE> 11
 CENTRAL AND SOUTH WEST CORPORATION

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)

                                                 Per      Pro Forma       Pro
                                                Books    Adjustments     Forma

 INVESTMENTS IN COMMON STOCK                    No proforma adjustments
   OF SUBSIDIARY
   COMPANIES (at equity)                        $3,338                   $3,338
                                                ------                   ------

 CURRENT ASSETS
   Cash and temporary cash investments               3                        3
   Advances to affiliates                          193                      193
   Prepayments and other                           244                      244
                                                ------                   ------
                                                   440                      440
                                                ------                   ------
 Deferred charges and other assets                  38                       38
                                                ------      ------       ------
                                                $3,816          $0       $3,816
                                                ======      ======       ======

 COMMON STOCK EQUITY
   Common stock, $3.50 par value,
     authorized 350,000,000 shares;
     issued and outstanding
     189,901,000 shares                           $665                     $665
   Paid-in capital                                 547                      547
   Retained earnings                             1,841                    1,841
                                                ------                   ------
                                                 3,053                    3,053
                                                ------                   ------
 CURRENT LIABILITIES
   Short-term debt                                 739                      739
   Accounts payable and other                       11                       11
                                                ------                   ------
                                                   750                      750
                                                ------                   ------
 DEFERRED CREDITS                                   13                       13
                                                ------      ------       ------
                                                $3,816          $0       $3,816
                                                ======      ======       ======



  <PAGE> 12
 CENTRAL AND SOUTH WEST CORPORATION

 STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)


 INCOME

   Equity in earnings of subsidiaries
     Central Power and Light Company                              $143
     Public Service Company of Oklahoma                             42
     Southwestern Electric Power Company                            75
     West Texas Utilities Company                                   28
     Transok, Inc.                                                  18
     CSW Credit, Inc.                                                8
     CSW Energy, Inc.                                               (4)
     CSW Leasing, Inc.                                               0
     Central and South West Services, Inc.                           0
   Other Income                                                     24
                                                                ------
                                                                  $334
                                                                ------

 EXPENSES AND TAXES

    General and administrative expenses                             23
    Interest expense                                                31
    Federal income taxes                                            (6)
    Other                                                            3
                                                                ------
                                                                    51
                                                                ------
 NET INCOME                                                       $283
                                                                ======



  <PAGE> 13
 CENTRAL AND SOUTH WEST SERVICES, INC.

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)


                                                 Per      Pro Forma       Pro
                                                Books    Adjustments     Forma

 ASSETS                                         Pro forma adjustments

   General plant                                  $105                     $105
   Less - Accumulated depreciation                  16                      
                                                ------                   ------
                                                    89                      
                                                ------                   ------
 CURRENT ASSETS
   Cash and temporary cash investments               1                       
   Accounts receivable                               5                       
   Prepayments and other                             1                       
                                                ------                   ------
                                                     7                       
                                                ------                   ------
 DEFERRED CHARGES AND OTHER ASSETS                  26                      
                                                ------      ------       ------
                                                  $122          $0         $122
                                                ======      ======       ======



  <PAGE> 14
 CENTRAL AND SOUTH WEST SERVICES, INC.

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)


                                                 Per      Pro Forma       Pro
                                                Books    Adjustments     Forma


 CAPITALIZATION AND LIABILITIES                 No proforma adjustments

 CAPITALIZATION
   Long-term debt                                   $5                       $5
                                                ------                   ------
     Total capitalization                            5                        5
                                                ------                   ------


 CURRENT LIABILITIES
   Accounts payable                                 13                       13
   Advances from affiliates and other               95                       95
                                                ------                   ------
                                                   108                      108
                                                ------                   ------

 DEFERRED CREDITS                                    9                        9

                                                ------      ------       ------
                                                  $122          $0         $122
                                                ======      ======       ======



  <PAGE> 15
 CENTRAL AND SOUTH WEST SERVICES, INC.

 STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)



 OPERATING REVENUE                                      $0
                                                    ------

 OPERATING EXPENSES AND TAXES
   Administrative & General                             (7)
   Maintenance                                           0
   Depreciation and amortization                         6
   Taxes, other than Federal income taxes                0
   Federal income taxes                                  0
                                                    ------
 OPERATING INCOME                                       (1)
                                                    ------
 OTHER INCOME AND DEDUCTIONS                            (1)
                                                    ------
 INCOME BEFORE INTEREST CHARGES                          0
                                                    ------
 INTEREST CHARGES                                        0
                                                    ------
 NET INCOME FOR COMMON STOCK                            $0
                                                    ======



  <PAGE> 16
 CENTRAL AND SOUTH WEST SERVICES, INC.

 STATEMENT OF RETAINED EARNINGS
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED
 (millions)






 RETAINED EARNINGS AT September 30, 1993                $0
 Add: Net income (loss) for common stock                 0
                                                    ------
 RETAINED EARNINGS AT September 30, 1994                $0
                                                    ======


  <PAGE> 17
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES

 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
 SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)



          Central                                 Central
      and South West                                and
        Corporation           Central            South West
      and Subsidiary      and South West          Services
         Companies          Corporation             Inc.


    No pro forma adjustments






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


     There have been no significant changes in the financial statements 
of Central and South West Corporation and subsidiary companies subsequent 
to September 30, 1994, other than in the ordinary course of business.



  <PAGE> 19
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES

 CAPITALIZATION RATIOS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994

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

 Central and South West
   Corporation and
   Subsidiary Companies
   (Consolidated) Per books                   48.7%        5.2%        46.1% 

 Central and South West
   Corporation and
   Subsidiary Companies
   (Consolidated) Pro forma               NO PRO FORMA ADJUSTMENTS

 Central and South West
   Corporation Per books                     100.0%        0.0%         0.0%  

 Central and South West
   Corporation Pro forma                  NO PRO FORMA ADJUSTMENTS

 Central and South West
   Services Per books                          0.0%        0.0%       100.0%

 Central and South West
 Services Pro forma                       NO PRO FORMA ADJUSTMENTS




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

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




     The notes to consolidated financial statements included in Central and 
South West Corporation's 1993 Annual Report on Form 10-K are hereby 
incorporated by  reference and made a part of this report.



                                                               Page
                                                            Reference

 1993 Annual Report on Form 10-K                             53 - 72



<TABLE> <S> <C>

<ARTICLE> OPUR1
<SUBSIDIARY>
   <NUMBER> 001
   <NAME> CENTRAL AND SOUTH WEST CORP CONSOLIDATED
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                        7,307
<OTHER-PROPERTY-AND-INVEST>                        599
<TOTAL-CURRENT-ASSETS>                           1,393
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                               35
                                        292
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   <NAME> CENTRAL AND SOUTH WEST CORPORATION
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</TABLE>

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<NAME> CENTRAL AND SOUTH WEST SERVICES
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