<PAGE> 1
File No. 70-8531
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 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"). CSWS hereby files this Amendment No. 3 to the Form U-1
application in this File No. 70-8531 for the purpose of amending and
restating Item 1 and Item 6 of the Application as follows. In all other
respects, the Application as previously filed and as heretofore amended
will remain the same.
1. Item 1 ("Description of Proposed Transaction" is amended
by deleting the last sentence of the fifth paragraph thereof and inserting
in its place the following sentence:
"Any profit or loss from the Services will be accounted
for by CSWS in accordance with 17 C.F.R. [Section] 256.01-2"
2. Item 6 ("Exhibits and Financial Statements") is amended
by adding the parenthetical "(previously filed)" after the description of
Exhibit 2 ("Estimated Annual Revenues and Costs from and for Services")
and Exhibit 3 ("Preliminary opinion of Milbank, Tweed, Hadley & McCloy,
counsel to CSWS"). As amended, Item 1 and Item 6 read in their entireties
as set forth below:
Item 1. Description of Proposed Transaction.
CSWS currently operates an engineering and construction department
which provides power plant control system procurement, integration and
programming services, and power plant engineering and construction
services (collectively, "Services") to CSW associates, including CSW's
electric utility subsidiaries and CSW Energy, Inc. ("CSWE"). The
Services, which are provided both for existing facilities and new
facilities, are an integral part of the core utility business of the CSW
System. CSWS has assembled a highly qualified engineering and
construction staff that is respected throughout the electric utility
industry. The depth of the engineering and construction staff's
<PAGE 3>
experience in all facets of power engineering, including power plant
construction, start-up, operations, and maintenance allows the CSWS
engineering staff to provide cost-effective solutions to power engineering
problems.
Even though CSWS's engineering and construction staff has been
planned to meet needs from within the CSW System, excess resources are
available from time to time. CSW System needs are not capable of perfect
estimation. Current CSW System integrated resource planning policy, as
well as the difficult to predict engineering and construction needs of
CSWE, require CSWS to have flexible staffing capabilities with
knowledgeable personnel. Not only do load growth projections within the
service territories of CSW's utility subsidiaries change from time to
time, but also CSWE's needs for Services change rapidly according to the
results of its development activities for nonutility power projects.
CSWS, therefore, hereby requests authority, through December 31,
1997, to provide Services to non-associate entities. CSWS already
provides to associate electric utilities all of the Services it plans to
provide to non-associates. Such Services are specified on Exhibit 1
hereto. CSWS already has been approached by non-associate utilities who
are interested in hiring CSWS to provide Services in connection with
continuous emissions monitoring and power plant control systems projects,
among others.
In providing Services to non-associates, CSWS believes it will be
serving the public interest as well as most efficiently utilizing its
power engineering resources. For instance, CSWS has developed unique
expertise in power plant control systems and continuous emissions
monitoring. Making its expertise in power plant control systems available
to non-associates will enable utilities, municipalities or others to gain
operating efficiencies resulting in cost and other savings that will inure
to the benefit of consumers. CSWS's making continuous emissions
monitoring expertise available to non-associates will assist them to
comply with the Title IV requirements under the Clean Air Amendments of
<PAGE 4>
1990 and achieve the resultant benefits to the environment.
Charges for Services to a non-associate will be accumulated under
the same work order system used for associates and will be billed as
agreed between CSWS and the non-associate. CSWS estimates that total
annual billings to non-associates for Services and the costs thereof will
be as set forth on Confidential Exhibit 2. It is anticipated that a
substantial portion of the Services will be priced on a time and materials
basis. It is the intention of CSWS to price the Services to non-
associates in a manner that will result in an after-tax profit margin of
15%. In order properly to account for the Services, individual work
orders will be opened for all Service contracts with non-associates.
These work orders will be processed in accordance with the CSWS Work Order
System, which will capture the costs of all CSWS personnel and areas that
work on projects for non-associates. Any profit or loss from the Services
will be accounted for by CSWS in accordance with 17 C.F.R. [Section]
256.01-2.
The provision of Services to non-associates will not be engaged in
for the purpose of financing the acquisition of an exempt wholesale
generator ("EWG") or a foreign utility company ("FUCO") as defined in
Sections 32 and 33 of the Act. None of CSW, CSWS or any other subsidiary
of CSW has a direct or indirect ownership interest in an EWG or FUCO.
Therefore, Rule 54 under the Act does not apply.
Item 6. Exhibits and Financial Statements.
Exhibit 1 - CSW Engineering and Construction Services
(previously filed).
Exhibit 2 - Estimated Annual Revenues and Costs from
and for Services (previously filed).
Exhibit 3 - Preliminary Opinion of Milbank, Tweed,
Hadley & McCloy, counsel to CSWS
(previously filed).
Exhibit 4 - Proposed Notice of Proceeding (previously
filed).
Exhibit 5 - Financial Statements of CSWS and CSW, per
books and pro forma, as of September 30,
1994 (previously filed).
Exhibit 6 - Final of "Past Tense" opinion of Milbank,
Tweed, Hadley & McCloy, counsel to CSWS
(to be filed with Certificate of Notification).
<PAGE 6>
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: April 17, 1995
CENTRAL AND SOUTH WEST SERVICES, INC.
By: /s/SHIRLEY S. BRIONES
Shirley S. Briones
Treasurer
<PAGE>
