CENTRAL & SOUTH WEST SERVICES INC
U-13-60, 1995-05-01
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<PAGE> 1
                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                                    
                                    
                              FORM U-13-60

                              ANNUAL REPORT
                                    
                             FOR THE PERIOD
                                    
        Beginning  January 1, 1994 and  Ending  December 31, 1994
                                    
                                    
                                 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 Tulsa, Oklahoma


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


R. Russell Davis    Controller     P.O. Box 21928 Tulsa, Oklahoma  74121-1928
(Name)               (Title)                  (Address)


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

                    CENTRAL AND SOUTH WEST CORPORATION



SEC 1926 (12-91)                 1 of 31 pages


<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   23

Miscellaneous  General  Expenses .....................   Account 930.2   24

Rents   ..............................................   Account 931     24

Taxes  Other  Than Income Taxes ......................   Account 408     25


<PAGE> 2a
                                                                         2a



Donations  ...........................................   Account 426.1   26

Other  Deductions  ...................................   Account 426.5   27

Notes  to  Statement of Income .......................   Schedule XVIII  28





              LISTING OF INSTRUCTIONAL FILING REQUIREMENTS
                                    

Organization Chart  ....................................                  29

Methods of Allocation  .................................                  30

Annual Statement of Compensation for Use of Capital 
  Billed ...............................................                  31

<PAGE> 3
                                                                           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.
<TABLE>
<CAPTION>
________________________________________________________________________________
|ACCOUNT               ASSETS  AND  OTHER  DEBITS      |   AS   OF DECEMBER 31  |
                                                       |  CURRENT  |   PRIOR    |
<C>   <S>                                                <C>         <C> 
         SERVICE  COMPANY PROPERTY                     |           |            |
                                                       |           |            |
 101  Service company property  (Schedule II)          |  $107 535 |  $  97,041 |
 107   Construction work in progress (Schedule II)     |       424 |       -    |
           Total  Property                             |   107,959 |     97,041 |
                                                       |           |            |
 108  Less accumulated provision for depreciation and  |           |            |
      amortization of service company property         |           |            | 
        (Schedule III)                                 |    14,720 |     12,656 |
           Net  Service Company Property               |    93,239 |     84,385 |
                                                       |           |            |
          INVESTMENTS                                  |           |            |
                                                       |           |            |
 123   Investments in associate companies              |           |            |
         (Schedule IV)                                 |      -    |       -    |
 124   Other investments (Schedule IV)                 |     4,110 |      1,539 |
           Total  Investments                          |     4,110 |      1,539 |
                                                       |           |            |
         CURRENT  AND ACCRUED ASSETS                   |           |            |
                                                       |           |            |
 131   Cash                                            |     2,886 |          2 |
 134   Special deposits                                |       323 |        314 |
 135   Working funds                                   |       325 |         83 |
 136   Temporary cash investments (Schedule IV)        |      -    |       -    |
 141   Notes receivable                                |     3,356 |        855 |
 143   Accounts receivable                             |     3,578 |      2,512 |
 144   Accumulated provision of uncollectible accounts |      -    |       -    |
 146   Accounts receivable from associate              |           |            |
         companies  (Schedule V)                       |    52,610 |     12,802 |
 152   Fuel stock expenses undistributed (Schedule VI) |      -    |       -    |
 154   Materials and supplies                          |      -    |       -    |
 163   Stores expense undistributed (Schedule VII)     |      -    |       -    |
 165   Prepayments                                     |       114 |      1,804 |
 174   Miscellaneous current and accrued               |           |            |
         assets (Schedule VIII)                        |      -    |       -    |
           Total  Current and Accrued Assets           |    63,192 |     18,372 |
                                                       |           |            |
         DEFERRED  DEBITS                              |           |            |
                                                       |           |            |
 181   Unamortized debt expense                        |      -    |       -    |
 184   Clearing accounts                               |       125 |        548 |
 186   Miscellaneous deferred debits (Schedule IX)     |     6,904 |      6,625 |
 188   Research, development, or demonstration         |           |            |
         expenditures                                  |           |            |
        (Schedule X)                                   |        1  |       -    |
 190  Accumulated deferred income taxes                |      661  |        544 |
          Total Deferred Debits                        |    7,691  |      7,717 |
                                                       |           |            |
          TOTAL ASSETS AND OTHER DEBITS                | $168,232  |   $112,013 |
</TABLE>
<PAGE> 4                                                                  
                                                                            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)    |     -   |     -    |
215  Appropriated retained earnings (Schedule XI)   |     -   |     -    |
216  Unappropriated   retained                      |         |          |
       earnings (Schedule XI)                       |     -   |     -    |
          Total Proprietary Capital                 |      100|      100 |
                                                    |         |          |
           LONG-TERM    DEBT                        |         |          |
                                                    |         |          |
223  Advances  from   associate                     |         |          |
       companies  (Schedule XII)                    |     -   |     -    |
224  Other long-term debt (Schedule XII)            |   64,950|    5,133 |
225  Unamortized premium on long-term debt          |     -   |     -    |
226  Unamortized  discount  on  long-term           |         |          |
       debt-debit                                   |     -   |     -    |
          Total Long-Term Debt                      |   64,950|    5,133 |
                                                    |         |          |
          CURRENT   AND   ACCRUED  LIABILITIES      |         |          |
                                                    |         |          |
231  Notes payable                                  |     -   |     -    |
232  Accounts payable                               |   19,868|   10,648 |
233  Notes  payable  to  associate                  |         |          |
       companies   (Schedule XIII)                  |   63,103|   84,396 |
234  Accounts  payable  to  associate               |         |          |
       companies   (Schedule XIII)                  |      820|      525 |
236  Taxes accrued                                  |      403|      223 |
237  Interest accrued                               |     -   |     -    |
238  Dividends declared                             |     -   |     -    |
241  Tax collections payable                        |    1,980|      718 |
242  Miscellaneous  current  and  accrued           |         |          |
       liabilities (Schedule XIII)                  |    6,642|    2,294 |
          Total Current and Accrued Liabilities     |   92,816|   98,804 |
                                                    |         |          |
           DEFERRED    CREDITS                      |         |          |
                                                    |         |          |
253  Other deferred credits                         |    1,087|    1,058 |
255  Accumulated deferred investment tax credits    |     -   |     -    |
          Total Deferred Credits                    |    1,087|    1,058 |
                                                    |         |          |
282  ACCUMULATED DEFERRED INCOME TAXES              |    9,279|    6,918 |
                                                    |         |          |
                                                    |         |          |
                                                    |         |          |
        TOTAL LIABILITIES AND PROPRIETARY CAPITAL   |  168,232| $112,013 |

<PAGE> 5                                                                    
                                                                    5
         ANNUAL REPORT OF Central and South West Services, Inc.
                                    
                  For the Year Ended December 31, 1994
                                    
                 SCHEDULE II - SERVICE COMPANY PROPERTY
                               (thousands)
                                    


|                        |BALANCE AT|         |RETIREMENTS|        |BALANCE  |
|                        |BEGINNING |         |    OR     |OTHER(1)|AT CLOSE |
|   DESCRIPTION          | OF YEAR  |ADDITIONS|   SALES   |CHANGES |OF YEAR  |
                         |          |         |           |        |         |
Service Company Property |          |         |           |        |         |
                         |          |         |           |        |         |
Account                  |          |         |           |        |         |
                         |          |         |           |        |         |
301 Organization         |  $   -   |  $  -   |  $   -    |$   -   |$   -    |
                         |          |         |           |        |         |
303 Miscellaneous        |          |         |           |        |         |
     Intangible Plant    |     1,060|      966|      -    |    -   |   2,026 |
                         |          |         |           |        |         |
304 Land and Land Rights |     6,381|     -   |      -    |    -   |   6,381 |
                         |          |         |           |        |         |
305 Structures and       |          |         |           |        |         | 
     Improvements        |    40,819|      253|      -    |    -   |  41,072 |
                         |          |         |           |        |         |
306 Leasehold            |          |         |           |        |         |
     Improvements        |        87|    1,076|      -    |    -   |   1,163 |
                         |          |         |           |        |         |
307 Equipment (2)        |    15,162|    9,297|      (666)|    -   |  23,793 |
                         |          |         |           |        |         |
308 Office Furniture     |          |         |           |        |         |
     and Equipment       |     8,644|    3,429|      (435)|    -   |  11,638 |
                         |          |         |           |        |         |
309 Automobiles, Other   |          |         |           |        |         |
     Vehicles and        |          |         |           |        |         |
     Related Garage      |          |         |           |        |         |
     Equipment           |       170|       25|      -    |    -   |     195 |
                         |          |         |           |        |         |
310 Aircraft and         |          |         |           |        |         |
     Airport Equipment   |    24,645|    2,787|    (6,237)|    -   |  21,195 |
                         |          |         |           |        |         |
311 Other Service Company|          |         |           |        |         |
     Property (3)        |        73|        2|        (3)|    -   |      72 |
                         |          |         |           |        |         |
         SUB-TOTAL       |  $ 97,041|$  17,835|  $ (7,341)|$   -   |$107,535 |
                         |          |         |           |        |         |
107 Construction Work In |          |         |           |        |         |
     Progress (4)        |      -   |      424|      -    |    -   |     424 |
                         |          |         |           |        |         |
           TOTAL         |  $ 97,041|$  18,259|  $ (7,341)|$   -   |$107,959 |


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

       None.






<PAGE> 5a
                                                                          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  |
|                                                |              |  ATCLOSE  |
|         SUBACCOUNT DESCRIPTION                 |  ADDITIONS   |  OFYEAR   |
                                                 |              |           | 
  Account 307 - Equipment                        |              |           |
    Copy Machines                                |      $  -    |   $   353 |
    Data Processing Equipment                    |        7,058 |    17,656 |
    Microfilm/Microfiche                         |         -    |        25 |
    Communications Equipment                     |        2,167 |     5,169 |
    Other                                        |           72 |       590 |
                                                 |              |           |
                                                 |              |           |
                                                 |              |           |
                                      TOTAL      |      $ 9,297 |   $23,793 |

 (3) Describe Other Service Company Property:




    Refrigerators/Ice Makers                     |      $  -    |   $    13 |
    Appliances                                   |         -    |        15 |
    Portable Loading Ramp                        |         -    |         1 |
    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 |
    Power Punch Machine                          |         -    |         3 |
    Exercise Equipment                           |         -    |        19 |
    VCR / TV Combination                         |            2 |         2 |
                                                 |      $     2 |   $    72 |

____________________________________________________________________________

 (4) Describe Construction Work in Progress:

        Construct new systems operations computer room, control arena, and
install mechanical and electrical equipment to sustain 72 hour stand-alone 
operation in the event of power failure.

<PAGE> 6
                                                                     6
         ANNUAL REPORT OF Central and South West Services, Inc.
                                    
                  For the Year Ended December 31, 1994
                                    
                              SCHEDULE III
                                    
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) |OF YEAR |
                         |          |         |           |  (1)    |        |
Account                  |          |         |           |         |        |
                         |          |         |           |         |        |
301 Organization         | $   -    | $   -   |  $   -    |  $   -  |$  -    |
                         |          |         |           |         |        |
303 Miscellaneous        |          |         |           |         |        |
    Intangible Plant     |      328 |      151|      -    |      -  |    479 |
                         |          |         |           |         |        |
304 Land and Land Rights |     -    |     -   |      -    |      -  |   -    |
                         |          |         |           |         |        |
305 Structures and       |          |         |           |         |        |
    Improvements         |    1,738 |    1,568|      -    |      -  |  3,306 |
                         |          |         |           |         |        |
306 Leasehold            |          |         |           |         |        |
    Improvements         |       35 |      252|      -    |      -  |    287 |
                         |          |         |           |         |        |
307 Equipment            |    5,979 |    2,691|      (666)|      -  |  8,004 |
                         |          |         |           |         |        |
308 Office Furniture and |          |         |           |         |        |
    Equipment            |    2,203 |      892|      (435)|      -  |  2,660 |
                         |          |         |           |         |        |
309 Automobiles, Other   |          |         |           |         |        |
    Vehicles and Related |          |         |           |         |        |
    Garage Equipment     |       12 |       30|      -    |      -  |     42 |
                         |          |         |           |         |        |
310 Aircraft and Airport |          |         |           |         |        |
    Equipment            |    2,341 |      668|    (3,105)|      -  |    (96)|
                         |          |         |           |         |        |
311 Other Service Company|          |         |           |         |        |
    Property             |       20 |       18|      -    |      -  |     38 |
                         |          |         |           |         |        |
                         |          |         |           |         |        |
                 TOTALS  | $ 12,656 | $  6,270|  $ (4,206)|  $   -  |$14,720 |



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

      None



<PAGE> 7
                                                                     7
         ANNUAL REPORT OF Central and South West Services, Inc.
                                    
                  For the Year Ended December 31, 1994
                                    
                        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               |        $   -       |  $  -         |
                                        |                    |               |
Account 124 - Other Investments         |                    |               |
                                        |                    |               |
Purchase of Mortgages                   |        $   -       |  $ 2,730      |
Preston Trail Golf Club                 |                    |               |
   Purchase of Memberships              |             263    |      143      |
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               |              30    |       30      |
Texas Stadium                           |                    |               |
   Purchase of Texas Stadium Box Seats  |             920    |      854      |
Gleneagles Country Club                 |                    |               |
   Purchase of Memberships              |              48    |       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               |               6    |        6      |
Fairfax Country Club                    |                    |               |
   Purchase of Membership               |            -       |       27      |
                                        |                    |               |
                             TOTAL      |         $ 1,539    |  $ 4,110      |
                                        |                    |               |
Account 136 - Temporary Cash Investments|         $  -       |  $  -         |
                                        |                    |               |
                             TOTAL      |         $ 1,539    |  $ 4,110      |
                                                                         
<PAGE> 8
                                                                         8

         ANNUAL REPORT OF Central and South West Services, Inc.
                                    
                  For the Year Ended December 31, 1994
                                    
        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    |                     |              |
              Associated Companies        |                     |              |
                                          |                     |              |
Central  and South West Corporation       |        $(1,899)     |  $ 7,090     |
Central  Power and Light Company          |          2,833      |   13,912     |
Public  Service Company of Oklahoma       |          2,196      |   11,112     |
Southwestern Electric Power Company       |           1,986     |   12,489     |
West  Texas Utilities Company             |          7,041      |    6,821     |
Transok, Inc.                             |             407     |      593     |
CSW  Credit, Inc.                         |             96      |       48     |
CSW  Energy, Inc.                         |            142      |     (133)    |
CSW  International, Inc.                  |           -         |      361     |
CSW  Communications, Inc.                 |           -         |      317     |
                                          |                     |              |
                           TOTAL          |        $12,802      |  $52,610     |
                                                                |              |
                                                                |              |
Analysis  of Convenience or Accommodation                       |              |
   Payments                                                     |TOTAL PAYMENTS|
                                                                |              |
Central  and South West Corporation                             |  $ 5,853     |
Central  Power and Light Company                                |    1,776     |
Public  Service Company of Oklahoma                             |    1,321     |
Southwestern Electric Power  Company                            |      302     |
West  Texas Utilities Company                                   |   (4,890)    |
Transok,  Inc.                                                  |     (206)    |
CSW  Credit, Inc.                                               |        1     |
CSW  Energy, Inc.                                               |       15     |
CSW  Communications, Inc.                                       |       79     |
                                                                |              |
                                                TOTAL PAYMENTS  |  $ 4,251     |




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

<PAGE> 9
                                                                         9


         ANNUAL REPORT OF Central and South West Services, Inc.
                                    
                  For the Year Ended December 31, 1994
                                    
             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  |$  -     |  $   -  |   $  -  |
                                                 |         |         |         |
                                                 |         |         |         |
                                                 |         |         |         |
                                                 |         |         |         |
                                                 |         |         |         |
                           TOTAL                 |$  -     |  $   -  |   $  -  |

___________________________________________________________________________
Summary:






         ANNUAL REPORT OF Central and South West Services, Inc.
                                    
                  For the Year Ended December 31, 1994
                                    
               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     |  $   -    |  $    - |   $   - |
                                               |           |         |         |
                                               |           |         |         |
                                               |           |         |         |
                                               |           |         |         |
                                               |           |         |         |
                           TOTAL               |  $   -    |  $   -  |   $   - |



<PAGE> 10
                                                                         10
         ANNUAL REPORT OF Central and South West Services, Inc.
                                    
                  For the Year Ended December 31, 1994
                                    
        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              |     $   -        |$   -        |
                                             |                  |             |
                             TOTAL           |     $   -        |$   -        |


         ANNUAL REPORT OF Central and South West Services, Inc.
                                    
                  For the Year Ended December 31, 1994
                                    
               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                   |       $   259    |  $     459  |
      Prepaid Pension Expense                 |         4,945    |      6,189  |
      Deferred Software Costs                 |            24    |         24  |
      Deferred Project Costs                  |         1,397    |        222  |
      Deferred Relocation Costs               |          -       |         10  |
                                              |                  |             |
                             TOTAL            |       $ 6,625    |  $  6,904   |


         ANNUAL REPORT OF Central and South West Services, Inc.
                                    
                  For the Year Ended December 31, 1994
                                    
    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| $       1 |
                                                                   |           |
                                             TOTAL                 | $       1 |

<PAGE> 11
                                                                           11
<TABLE>
<CAPTION>
                                    ANNUAL REPORT OF Central and South West Services, Inc.

                                          For the Year Ended   December 31, 1994
                                        
                                              SCHEDULE XI - PROPRIETARY CAPITAL
                                        
                                        (dollars in thousands except per share amounts)
<C>              <S>                        <C>           <C>                 <C>               <C>

___________________________________________________________________________________________________________
                                     |NUMBER OF SHARES| PAR OR STATED |        OUTSTANDINGCLOSE OF PERIOD |
ACCOUNT NUMBER   CLASS OF STOCK      |   AUTHORIZED   |VALUE PER SHARE|    NO. OF SHARES    |TOTAL AMOUNT |
                                     |                |               |                     |             |
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.

</TABLE>
<TABLE>
<CAPTION>
___________________________________________________________________________________________________________
             DESCRIPTION                                                                    |    AMOUNT    |
<S>                                                                                               <C>
Account 211  - Miscellaneous Paid-In Capital                                                |      $  -    |
                                                                                            |              |
Account 215  - Appropriated Retained Earnings                                               |      $  -    |
                                                                  TOTAL                     |      $  -    |
  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,  amount  of dividend, date declared and date paid.


</TABLE>
<TABLE>
<CAPTION>
__________________________________________________________________________________________________________
                                                |    BALANCE AT     | NET INCOME |DIVIDENDS| BALANCE AT  |
        DESCRIPTION                             | BEGINNING OF YEAR |  OR (LOSS) |    PAID |CLOSE OF YEAR|
<S>                                                  <C>             <C>           <C>        <C> 
                                                |                   |            |         |             |
Account 216-Unappropriated Retained Earnings    |    $   -          | $    -     |   $  -  |   $    -    |
                                                |                   |            |         |             |
                                         TOTAL  |    $   -          | $    -     |   $  -  |   $    -    |
</TABLE>

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

                                           For the Year Ended   December 31, 1994

                                                 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.

_____________________________________________________________________________________________________________________________
|                     |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 |
                      |                   |         |          |          |            |            |          |        |
<S>                    <C>                 <C>         <C>       <C>          <C>         <C>          <C>       <C> 
Account 223 - Advances|                   |         |          |          |            |            |          |        |
  From Associate      |                   |         |          |          |            |            |          |        |
  Companies:          |                   |         |          |          |   $   -    |  $   -     |   $-     | $  -   |
                      |                   |         |          |          |            |            |          |        |
Account 224 - Other   |                   |         |          |          |            |            |          |        |
  Long-Term Debt:     |                   |         |          |          |            |            |          |        |
    Southwestern Life |30 Year Real Estate|         |          |          |            |            |          |        |
      Insurance Co.   |  Note             | 2/1/2008|    9%    | $ 5,840  |      5,133 |       -    |    (183) |   4,950|
    First Interstate  | CSWS Term Loan    |         |          |          |            |            |          |        |
      Bank of Texas   |  Facility         |12/1/2001| Variable |  60,000  |       -    |    60,000  |    -     |  60,000|
                      |                   |         |          |          |            |            |          |        |
    TOTAL             |                   |         |          | $65,840  |   $  5,133 |  $ 60,000  |   $(183) | $64,950|


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 
of principal payments.

<PAGE> 13
                                                                           13


          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
              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     |        $84,396     |        $63,103  |
                                       |                    |                 |
                                       |                    |                 |
                            TOTAL      |        $84,396     |        $63,103  |
                                       |                    |                 |
                                       |                    |                 |
                                       |                    |                 |
Account 234 - Accounts Payable to      |                    |                 |
              Associate Companies      |                    |                 |
                                       |                    |                 |
Central and South West Corporation     |        $   525     |        $   820  |
                                       |                    |                 |
                                       |                    |                 |
                            TOTAL      |        $   525     |        $   820  |
                                       |                    |                 |
                                       |                    |                 |
                                       |                    |                 |
Account 242 - Miscellaneous Current and|                    |                 |
              Accrued Liabilities      |                    |                 |
                                       |                    |                 |
Accrued Vacation                       |        $ 1,907     |        $ 1,907  |
CSW Employee Thrift Plan               |            260     |          1,761  |
United Way                             |             53     |             69  |
Fitness Plan                           |             37     |             46  |
Credit Union                           |             40     |           -     |
Medical Plan                           |            (14)    |            161  |
Disability                             |           -        |             21  |
Reimbursable Health & Dependent care   |           -        |            120  |
AD & D - Pre tax                       |           -        |             14  |
Life Insurance                         |           -        |             45  |
Pre tax Dental                         |           -        |             48  |
Other (6)                              |             11     |          2,450  |
                            TOTAL      |        $ 2,294     |        $ 6,642  |

<PAGE> 14
                                                                         14

          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
               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  6.25%  and
    5.85% for 1994 and 1993, 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

     Defined Benefit Pension Plan
    The   Company,  together  with  other  members  of  the   CSW   System,
    participates  in  a  non-contributory  defined  benefit  pension   plan
    covering   substantially  all  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.






<PAGE> 14a

                                                                      14a



    The  components  of net periodic pension cost and the assumptions  used
    in accounting for pensions follow:
                                                   1994             1993
                                                (thousands)      (thousands)
       Net Periodic Pension Cost
          Service  cost                       $     1,915        $     1,416
         Interest cost on projected
                benefit obligation                  5,281              4,032
          Actual return on plan assets               (374)            (4,898)
          Net amortization and deferral            (5,936)                18
                                              $       886        $       568

            Discount rate                          8.25%              7.75%
            Long-term compensation increase        5.46%              5.46%
            Return on plan assets                  9.50%              9.50%

    Health and Welfare Plans
    The  Company,  with  other  members of the  CSW  System,  had  medical,
    dental,  group life insurance, dependent life insurance, and accidental
    death  and dismemberment plans for substantially all active CSW  System
    employees  during 1994.  The contributions, recorded on a pay-as-you-go
    basis,   for  the  years  ended  December  31,  1994  and   1993   were
    approximately  $905,000 and $907,000, respectively.  Effective  January
    1993,  the  Company's method of providing health benefits was  modified
    to   include  such  benefits  as  a  health  maintenance  organization,
    preferred  provider options, managed prescription drug  and  mail-order
    program,  and a mental health and substance abuse program  in  addition
    to the self-insured indemnity plans.

    Postretirement Benefits Other Than Pensions
    The  Company  adopted Statement of Financial Accounting  Standards  No.
    106,  Employers'  Accounting  for Postretirement  Benefits  Other  Than
    Pensions  (SFAS  No. 106) effective January 1, 1993.  In  prior  years,
    these benefits were accounted for on a pay-as-you-go basis.

     The components of net periodic postretirement benefit cost follow:

                                                     1994            1993
                                                  (thousands)     (thousands)
       Net Periodic Postretirement Benefit Cost
           Service  cost                         $       482     $       449
            Interest cost on APBO                        437             400
            Actual return on plan assets                 (28)            (31)
            Amortization of transition obligation        194             194
            Net amortization and deferral               (111)            (73)
                                                 $       974     $       939

<PAGE> 14b
                                                                        14b



    A  reconciliation  of  the funded status of the  plan  to  the  amounts
    recognized on the consolidated balance sheets follow:

                                                   1994            1993
                                                       (thousands) 
           APBO
           Retirees                          $     2,055         $      1,834
           Other fully eligible participants         787                  888
           Other active participants               2,547                2,861
           Total APBO                              5,389                5,583
           Less: Plan assets at fair value         2,399                1,375
           APBO in excess of plan assets           2,990                4,208
           Unrecognized transition obligation     (3,485)              (3,679)
           Unrecognized gain or (loss)               710                 (354)
           Accrued  Cost                     $       215         $        175


3.   Accounting Changes

    Effective January 1, 1993, the Company adopted SFAS No. 106,  SFAS  No.
    112,  Employers' Accounting for Postemployment Benefits, and  SFAS  No.
    109, Accounting for Income Taxes.


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.

    Notes payable to associate companies.
    The  carrying  amount  approximates fair value  because  of  the  short
    maturity of those instruments.

    Other 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> 14c
                                                                        14c



     The estimated fair value of the Company's financial instruments are as
follows:

                                                           1994
                                                        (thousands)

                                                  Carrying       Fair
                                                   Amount        Value

            Cash and temporary cash
              investments                         $ 2,886       $ 2,886
            Notes payable to associate companies   63,103        63,103
            Other long-term debt                   64,950        64,950



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, 1994, the CSW  System
    had bank lines of credit aggregating $930 million.


<PAGE> 15
                                                                        15

          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
                SCHEDULE XV - COMPARATIVE INCOME STATEMENT
                                (thousands)


|ACCOUNT                       DESCRIPTION               |  CURRENT |   PRIOR  |
|                                                        |   YEAR   |   YEAR   |
               INCOME                                    |          |          |
                                                         |          |          |
457  Services rendered to associate companies            | $219,707 | $131,724 |
458  Services rendered to nonassociate companies         |     -    |        4 |
421  Miscellaneous income or loss                        |       73 |       64 |
                                                         |          |          |
                                        TOTAL INCOME     |  219,780 |  131,792 |
                                                         |          |          |
                                                         |          |          |
                                                         |          |          |
            EXPENSES                                     |          |          |
920   Salaries and wages                                 |   69,334 |   33,325 |
921   Office supplies and expenses                       |   23,550 |   15,391 |
922   Administrative  expense  transferred  -  credit    |   (1,049)|     (922)|
923   Outside services employed                          |   63,794 |   37,344 |
924   Property insurance                                 |       61 |       69 |
925   Injuries and damages                               |      170 |      128 |
926   Employee pensions and benefits                     |   20,217 |    6,509 |
928   Regulatory commission expense                      |        4 |     -    |
930.1 General advertising expenses                       |      785 |      201 |
930.2 Miscellaneous general expenses                     |    4,900 |    7,359 |
931   Rents                                              |   12,646 |   12,833 |
932   Maintenance of structures and equipment            |    4,569 |    7,512 |
403   Depreciation and amortization expense              |    6,392 |    4,462 |
408   Taxes other than income taxes                      |    6,770 |    2,983 |
409   Income taxes                                       |   (2,253)|   (1,911)|
410   Provision for deferred income taxes                |    2,361 |    2,231 |
411   Provision  for  deferred  income  taxes  -  credit |     (117)|       49 |
411.5 Investment tax credit                              |     -    |      160 |
426.1 Donations                                          |    1,750 |      458 |
426.5 Other deductions                                   |    1,286 |    1,185 |
427   Interest on long-term debt                         |      568 |      464 |
430   Interest on debt to associate companies            |    4,042 |    1,965 |
431   Other interest expense                             |     -    |      (3) |
                                                         |          |          |
                                        TOTAL EXPENSE    |  219,780 |  131,792 |
                                                         |          |          |
                                                         |          |          |
                                  NET  INCOME OR (LOSS)  |  $  -    |  $  -    |



<PAGE> 16
                                                                          16

          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
                            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 Corporation |$ 39,551| $   5,751 | $       997 |$ 46,299|
                                   |        |           |             |        |
Central Power and Light Company    |  36,521|    14,744 |         984 |  52,249|
                                   |        |           |             |        |
Public Service Company of Oklahoma |  27,231|    10,603 |         696 |  38,530|
                                   |        |           |             |        |
Southwestern Electric Power Company|  33,264|    12,063 |         748 |  46,075|
                                   |        |           |             |        |
West Texas Utilities Company       |  19,825|     5,253 |         354 |  25,432|
                                   |        |           |             |        |
Transok, Inc.                      |   4,276|     1,622 |         145 |   6,043|
                                   |        |           |             |        |
CSW Credit, Inc.                   |     361|       (27)|          15 |     349|
                                   |        |           |             |        |
CSW Energy, Inc.                   |   3,217|        11 |         103 |   3,331|
                                   |        |           |             |        |
CSW International, Inc.            |     370|       116 |        -    |     486|
                                   |        |           |             |        |
CSW Communications, Inc.           |     913|      -    |        -    |     913|
                      TOTAL        |$165,529| $  50,136 | $     4,042 |$219,707|


<PAGE> 17
                                                                            17

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

                                           For the Year Ended December 31, 1994

                                                    ANALYSIS OF BILLING

                                            NONASSOCIATE COMPANIES - ACCOUNT 458
                                                          (thousands)
                                        
INSTRUCTION:
Provide a brief description of the services rendered to each nonassociate 
company:

 ________________________________________________________________________________________________________
|                                  |  DIRECT   |  INDIRECT  | COMPENSATION |       |  EXCESS   | TOTAL  |
|                                  |   COST    |    COST    |    FOR USE   | TOTAL |    OR     | AMOUNT |
|  NAME OF NONASSOCIATE COMPANY    |  CHARGED  |   CHARGED  |  OF CAPITAL  | COST  | EFICIENCY | BILLED |
                                   |   458-1   |    458-2   |     458-3    |       |   458-4   |        |
<S>                                   <C>        <C>           <C>          <C>      <C>         <C>    
                                   |           |            |              |       |           |        |
1.    N/A                          |  $   -    |  $   -     |   $   -      |$  -   |   $    -  |  $  -  |
                                   |           |            |              |       |           |        |
                                   |           |            |              |       |           |        |
                       TOTAL       |  $   -    |  $   -     |   $   -      |$  -   |   $    -  |  $  -  |

</TABLE>



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

                                              For the Year Ended December 31, 1994

                    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   |
                                    |         |          |          |        |         |         |        |          |          |
<S>                                  <C>        <C>        <C>       <C>      <C>       <C>       <C>      <C>        <C>
920   Salaries and Wages            |$ 44,105 | $ 25,229 | $ 69,334 |$   -   | $  -    |$   -    |$ 44,105| $ 25,229 | $ 69,334 |
921   Office Supplies and Expenses  |  15,104 |    8,446 |   23,550 |    -   |    -    |    -    |  15,104|    8,446 |   23,550 |
922   Administrative Expense        |         |          |          |        |         |         |        |          |          |
        Transferred-Credit          |   7,188 |   (8,237)|   (1,049)|    -   |    -    |    -    |   7,188|   (8,237)|   (1 049)|
923   Outside Services Employed     |  56,374 |    7,420 |   63,794 |    -   |    -    |    -    |  56,374|    7,420 |   63,794 |
924   Property Insurance            |      61 |     -    |       61 |    -   |    -    |    -    |      61|     -    |       61 |
925   Injuries and Damages          |     170 |     -    |      170 |    -   |    -    |    -    |     170|     -    |      170 |
926   Employee Pensions and Benefits|  18,088 |    2,129 |   20,217 |    -   |    -    |    -    |  18,088|    2,129 |   20,217 |
928   Regulatory Commission Expense |       2 |        2 |        4 |    -   |    -    |    -    |       2|        2 |        4 |
930.1 General Advertising Expenses  |     560 |      225 |      785 |    -   |    -    |    -    |     560|      225 |      785 |
930.2 Miscellaneous General Expenses|   4,533 |      367 |    4,900 |    -   |    -    |    -    |   4,533|      367 |    4,900 |
931   Rents                         |   9,002 |    3,644 |   12,646 |    -   |    -    |    -    |   9,002|    3,644 |   12,646 |
932   Maintenance of Structures and |         |          |          |        |         |         |        |          |          |
        Equipment                   |   3,666 |      903 |    4,569 |    -   |    -    |    -    |   3,666|      903 |    4,569 |
403   Depreciation and Amortization |         |          |          |        |         |         |        |          |          |
        Expense                     |   1,710 |    4,682 |    6,392 |    -   |    -    |    -    |   1,710|    4,682 |    6,392 |
408   Taxes Other than Income Taxes |   2,135 |    4,635 |    6,770 |    -   |    -    |    -    |   2,135|    4,635 |    6,770 |
409   Income Taxes                  |  (2,253)|     -    |   (2,253)|    -   |    -    |    -    | (2,253)|     -    |   (2,253)|
410   Provision for Deferred Income |         |          |          |        |         |         |        |          |          |
         Taxes                      |   2,361 |     -    |    2,361 |    -   |    -    |    -    |   2,361|     -    |    2,361 |
411   Provision for Deferred Income |         |          |          |        |         |         |        |          |          |
         Taxes  - Credit            |    (117)|     -    |     (117)|    -   |    -    |    -    |   (117)|     -    |     (117)|
411.5 Investment Tax Credit         |    -    |     -    |     -    |    -   |    -    |    -    |    -   |     -    |     -    |
426.1 Donations                     |   1,720 |       30 |    1,750 |    -   |    -    |    -    |   1,720|       30 |    1,750 |
426.5 Other Deductions              |   1,030 |      256 |    1,286 |    -   |    -    |    -    |   1,030|      256 |    1,286 |
427   Interest on Long-Term Debt    |     103 |      465 |      568 |    -   |    -    |    -    |     103|      465 |      568 |
431   Other Interest Expense        |    -    |     -    |     -    |    -   |    -    |    -    |    -   |     -    |     -    |
          TOTAL EXPENSES            | 165,542 |   50,196 |  215,738 |    -   |    -    |    -    | 165,542|   50,196 |  215,738 |
      Compensation for Use of Equity|         |          |          |        |         |         |        |          |          |
        Capital                     |    -    |     -    |     -    |    -   |    -    |    -    |    -   |     -    |     -    |
430   Interest on Debt to Associate |         |          |          |        |         |         |        |          |          |
        Companies                   |   4,042 |     -    |     4,042|    -   |    -    |    -    |   4,042|     -    |    4,042 |
          TOTAL COST OF SERVICE     |$169,584 | $ 50,196 | $ 219,780|$   -   | $  -    |$   -    |$169,584| $ 50,196 |$ 219,780 |

</TABLE>
<PAGE> 19                                                                      

                                                                          19
<TABLE>
<CAPTION>
                                ANNUAL REPORT OF Central and South West Services, Inc.

                                         For the Year Ended December 31, 1994

                         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               |
|                                   |   TOTAL  |          |         |         |         |         |        |           |
|ACCOUNT       DESCRIPTION OF ITEMS |  AMOUNT  | OVERHEAD |  EXEC   |TECH SVCS|  ADMIN  | FOSSIL  |   ENG  |   LEGAL   |
                                    |          |          |         |         |         |         |        |           |
<S>                                  <C>         <C>        <C>       <C>      <C>       <C>       <C>       <C> 
920   Salaries and Wages            | $ 69,334 |  $   636 | $ 4,269 | $ 4,558 | $10,728 | $   954 | $ 5,252|  $  1,720 |
921   Office Supplies and Expenses  |   23,550 |    2,561 |   1,024 |     658 |   3,152 |      87 |   1,610|       662 |
922   Administrative Expense        |          |          |         |         |         |         |        |           |
        Transferred - Credit        |   (1,049)|   (1,049)|    -    |    -    |    -    |    -    |    -   |      -    |
923   Outside Services Employed     |   63,794 |    1,618 |     616 |   1,114 |   2,665 |      90 |   9,627|     3,942 |
924   Property Insurance            |       61 |     -    |    -    |    -    |      34 |    -    |    -   |        27 |
925   Injuries and Damages          |      170 |     -    |    -    |    -    |     170 |    -    |    -   |      -    |
926   Employee Pensions and Benefits|   20,217 |       11 |     272 |      15 |   3,927 |    -    |      58|         3 |
928   Regulatory Commission Expense |        4 |     -    |    -    |    -    |    -    |    -    |    -   |      -    |
930.1 General Advertising Expenses  |      785 |        4 |    -    |    -    |      39 |    -    |       6|      -    |
930.2 Miscellaneous General Expenses|    4,900 |        1 |     101 |      43 |     310 |      23 |     252|       668 | 
931   Rents                         |   12,646 |    1,898 |      83 |     243 |     358 |      66 |      91|       302 |
932   Maintenance of Structures and |          |          |         |         |         |         |        |           |
        Equipment                   |    4,569 |      755 |       8 |      12 |   1,250 |       1 |      29|        41 |
403   Depreciation and Amortization |          |          |         |         |         |         |        |           |
        Expense                     |    6,392 |    4,681 |    -    |    -    |   1,711 |    -    |    -   |      -    |
408   Taxes Other Than Income Taxes |    6,770 |      702 |    -    |    -    |   4,148 |    -    |    -   |      -    |
409   Income Taxes                  |   (2,253)|     -    |    -    |    -    |    -    |    -    |    -   |      -    |
410   Provision for Deferred Income |          |          |         |         |         |         |        |           |
        Taxes                       |    2,361 |     -    |    -    |    -    |    -    |    -    |    -   |      -    |
411   Provision for Deferred Income |          |          |         |         |         |         |        |           |
        Taxes-Credit                |     (117)|     -    |    -    |    -    |    -    |    -    |    -   |      -    |
411.5 Investment Tax Credit         |     -    |     -    |    -    |    -    |    -    |    -    |    -   |      -    |
426.1 Donations                     |    1,750 |     -    |      53 |    -    |      32 |    -    |    -   |        57 |
426.5 Other Deductions              |    1,286 |     -    |      19 |    -    |     944 |    -    |       2|        16 |
427   Interest on Long-Term Debt    |      568 |      465 |    -    |    -    |     103 |    -    |    -   |      -    |
430   Interest on Debt to Associate |          |          |         |         |         |         |        |           |
        Companies                   |    4,042 |     -    |    -    |    -    |   3,759 |    -    |    -   |      -    |
431   Other Interest Expense        |     -    |     -    |    -    |    -    |    -    |    -    |    -   |      -    |
                                    |          |          |         |         |         |         |        |           |
                    TOTAL EXPENSES  | $219,780 |  $12,283 | $ 6,445 | $ 6,643 | $33,330 | $ 1,221 | $16,927|  $  7,438 |
</TABLE>
<PAGE> 19a
                                                                          19a
<TABLE>
<CAPTION>
                                    ANNUAL REPORT OF Central and South West Services, Inc.

                                              For the Year Ended December 31, 1994

                              SCHEDULE XVII - SCHEDULE OF EXPENSE BY DEPARTMENT OR SERVICE FUNCTION
                                                          (thousands)
Instructions:
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 |   MARKETING  | INFO SERVICES| NUCLEAR |  AUDITS  |   SPI    |  CORP DEV   | FUEL   |
<S>               <C>        <C>              <C>         <C>       <C>        <C>          <C>          <C>               
               |           |              |              |         |          |          |             |        |
920            |  $ 17,185 |  $   1,853   |    $  11,617 |$    157 |  $ 1,087 |$   2,124 |   $  5,340  | $1,854 |
921            |     3,876 |        575   |        3,543 |      10 |      215 |      989 |      4,266  |    322 |
922            |      -    |       -      |         -    |    -    |     -    |     -    |       -     |   -    |
923            |     7,529 |      1,421   |        8,327 |    -    |       52 |    2,106 |     16,946  |  7,741 |
924            |      -    |       -      |         -    |    -    |     -    |     -    |       -     |   -    |
925            |      -    |       -      |         -    |    -    |     -    |     -    |       -     |   -    |
926            |    14,955 |          5   |          128 |    -    |       18 |      513 |        302  |     10 |
928            |         4 |       -      |         -    |    -    |     -    |     -    |       -     |   -    |
930.1          |        86 |        449   |         -    |    -    |     -    |     -    |        201  |   -    |
930.2          |       864 |         22   |        1,897 |    -    |     -    |      613 |         65  |     41 |
931            |       264 |         13   |        8,577 |    -    |       19 |       88 |        619  |     25 |
932            |     1,073 |          7   |        1,245 |    -    |        3 |        2 |        142  |      1 |
403            |      -    |       -      |         -    |    -    |     -    |     -    |       -     |   -    |
408            |     1,918 |       -      |         -    |    -    |     -    |     -    |          2  |   -    |
409            |    (2,253)|       -      |         -    |    -    |     -    |     -    |       -     |   -    |
410            |     2,361 |       -      |         -    |    -    |     -    |     -    |       -     |   -    |
411            |      (117)|       -      |         -    |    -    |     -    |     -    |       -     |   -    |
411.5          |      -    |       -      |         -    |    -    |     -    |     -    |       -     |   -    |
426.1          |       402 |       -      |         -    |    -    |     -    |     -    |      1,206  |   -    |
426.5          |       277 |          2   |         -    |    -    |     -    |        2 |         24  |   -    |
427            |      -    |       -      |         -    |    -    |     -    |     -    |       -     |   -    |
430            |       283 |       -      |         -    |    -    |     -    |     -    |       -     |   -    |
431            |      -    |       -      |         -    |    -    |     -    |     -    |       -     |   -    |
               |           |              |              |         |          |          |             |        |
TOTAL EXPENSES |  $ 48,707 |  $   4,347   |    $  35,334 |$    167 |  $ 1,394 |$   6,437 |   $ 29,113  | $9,994 |
</TABLE>

<PAGE> 20
                                                                        20


                                     
          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
              DEPARTMENTAL ANALYSIS OF SALARIES - ACCOUNT 920
                                (thousands)
<TABLE>                                     
<CAPTION>
________________________________________________________________________________________
|                              |          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|
                               |        |         |            |           |           |
  <S>                           <C>       <C>       <C>           <C>            <C>
  Executive                    |$ 4,269 | $ 2,635 |  $   1,634 |  $   -    |       16  |
  Technical Services           |  4,558 |     246 |      4,312 |      -    |       14  |
  Administration (1)           | 11,300 |     693 |     10,607 |      -    |      261  |
  Fossil Generation            |    954 |      19 |        935 |      -    |       23  |
  Production Engineering       |  5,252 |     213 |      5,039 |      -    |      213  |
  Legal                        |  1,720 |     343 |      1,377 |      -    |        3  |
  Corporate Services           | 17,185 |   2,988 |     14,197 |      -    |      183  |
  Marketing (2)                |  1,861 |      49 |      1,812 |      -    |       45  |
  Information Services (3)     | 11,662 |     350 |     11,312 |      -    |      256  |
  Nuclear Engineering          |    157 |      27 |        130 |      -    |        1  |
  Audits (4)                   |  1,098 |     325 |        773 |      -    |       27  |
  System Process Improvement   |  2,124 |      18 |      2,106 |      -    |       17  |
  Corporate Development        |  5,340 |   3,855 |      1,485 |      -    |       12  |
  Fuels                        |  1,854 |      47 |      1,807 |      -    |       44  |
                       TOTAL   |$69,334 | $11,808 |  $  57,526 |  $   -    |    1,115  |

(1) Total amount includes $572,000 of salaries shown as Overhead on 
    Schedule XVII

(2) Total amount includes $8,000 of salaries shown as Overhead on
    Schedule XVII

(3) Total amount includes $45,000 of salaries shown as Overhead on Schedule
    XVII

(4) Total amount includes $11,000 of salaries shown as Overhead on Schedule
    XVII
</TABLE>

<PAGE> 21
                                                                        21 
ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
                  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 LLP   | Dallas, TX           |         NA          |$   332|
  Other (3)             |         -            |         NA          |     13|
                        |                      |                     |$   345|
A/C 9230 7420           |                      |                     |       |
Legal Services          |                      |                     |       |
  American Electric     |                      |                     |       |
    Power Service Co.   | Columbus, OH         |         NA          |$    67|
  Arter & Hadden        | Washington, D.C.     |         NA          |    109|
  Arthur Andersen LLP   | Fort Worth, TX       |         NA          |     75|
  Baker & O'Brien Inc   | Dallas, TX           |         NA          |     30|
  Barlow & Hardtner, LC | Shreveport, LA       |         NA          |  1,069|
  Bracewell & Patterson | Houston, TX          |         NA          |    392|
  Brown McCarroll       | Austin, TX           |         NA          |     31|
  Broyles & Pratt       | Corpus Christi, TX   |         NA          |  2,278|
  Bruder, Gentile, &    |                      |                     |       |
    Marcoux             | Washington, D.C.     |         NA          |     28|
  Byers, David E.       | Tulsa, OK            |         NA          |    108|
  Christy & Viener      | New York City, NY    |         NA          |    678|
  Clark, Thomas, &      |                      |                     |       |
    Winters             | Austin, TX           |         NA          |    239|
  Doerner, Saunders,    |                      |                     |       |
    Daniel & Anderson   | Tulsa, OK            |         NA          |    700|
  Donelan, Cleary,      |                      |                     |       |
    Wood & Maser        | Washington, D.C.     |         NA          |    938|
  Fieldston Company     | Washington, D.C.     |         NA          |     62|
  Forensic Technologies | Baltimore, MD        |         NA          |    160|
  Gibbs & Burns LLP     | Houston, TX          |         NA          |    120|
  Hance & Gamble        | Austin, TX           |         NA          |     53|
  Haynes & Boone        | Dallas, TX           |         NA          |    380|
  Jones, Day, Reavis    |                      |                     |       |
    & Pogue             | Washington, D.C.     |         NA          |  2,193|
  Keller & Heckman      | Washington, D.C.     |         NA          |    416|
  L.E. Peabody & Assoc. | Alexandria, VA       |         NA          |    910|
  Lavender, Rochelle,   |                      |                     |       |
    Barnette, & Pickett | Texarkana, AR        |         NA          |     98|
  Locke, Purnell,       |                      |                     |       |
    Rain, & Harrell     | Dallas, TX           |         NA          |  1,732|
  Milbank, Tweed,       |                      |                     |       |
    Hadley & McCoy      | New York City, NY    |         NA          |  4,453|
  Morgan Stanley        | New York City, NY    |         NA          |(1,000)|
  Sheinfeld, Maley & Kay| Houston, TX          |         NA          |    421|
  Sidley & Austin       | Chicago, IL          |         NA          |    568|
  Slover & Loftus       | Washington, D.C.     |         NA          |  1,313|
                         

<PAGE> 21a
                                                                        21a
          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                    For the Year Ended December 31,1994
                                     
                  OUTSIDE SERVICES EMPLOYED - ACCOUNT 923
                                (thousands)
 _____________________________________________________________________________
                      |                      |    RELATIONSHIP     |         |
                      |                      |  "A" - ASSOCIATE    |         |
                      |                      |     "NA" - NON      |         |
  FROM WHOM PURCHASED |         ADDRESS      |      ASSOCIATE      |  AMOUNT |
                      |                      |                     |         |
A/C 9230 7420         |                      |                     |         |
  (continued)         |                      |                     |         |
Sullivan & Worchester |   New York, NY       |         NA          |    117  |
Taichert, Wiggins,    |                      |                     |         |
  Virtue, Wilson, &   |                      |                     |         |
  Najjar              |   Santa Fe, NM       |         NA          |    219  |
Troutman Sanders      |   Atlanta, GA        |         NA          |    271  |
Vinson & Elkins       |   Dallas, TX         |         NA          |  1,126  |
Wagstaff, Alvis,      |                      |                     |         |
  Atubbeman, Seamster |                      |                     |         |
  & Longacre, LLP     |   Abilene, TX        |         NA          |    205  |
Other (59)            |           -          |         NA          |    350  |
                      |                      |                     |$20,909  |
                      |                      |                     |         |
                      |                      |                     |         |
A/C 9230 7430         |                      |                     |         |
System Design         |                      |                     |         | 
  Consulting          |                      |                     |         |
Brady Group           | Plano, TX            |         NA          |$    43  |
Business Information  | Philadelphia, PA     |         NA          |  1,224  |
Central Financial     | Dallas, TX           |         NA          |     38  |
Compu Pros, Inc       | Dallas, TX           |         NA          |     61  |
Computer People       | Newark, NJ           |         NA          |    121  |
Coopers & Lybrand     | Pittsburgh, PA       |         NA          |     84  |
Cutler/Williams       | Dallas, TX           |         NA          |    392  |
Data Dynamics         | Tulsa, OK            |         NA          |     57  |
Database Framer       | Grapevine, TX        |         NA          |     61  |
Eagles International  | Kansas City, MO      |         NA          |     48  |
ESCA Corporation      | Seattle, WA          |         NA          |    184  |
Force 5               | Dallas, TX           |         NA          |     46  |
GTE                   | Dallas, TX           |         NA          |     78  |
Howard Systems        | New York City, NY    |         NA          |    340  |
IBM                   | Dallas, TX           |         NA          |    199  |
IBM DFW Utilities     | Dallas, TX           |         NA          |    159  |
Information Builders  |                      |                     |         |
  Work 2000           | Philadelphia, PA     |         NA          |     29  |
Intergraph Corporation| Huntsville, AL       |         NA          |     33  |
James Martin          | Merrifield, VA       |         NA          |  1,521  |
Kinetic International | Richardson, TX       |         NA          |     42  |
Manpower, Inc         | Milwaukee, WI        |         NA          |     41  |
Map Frame Corporation | Dallas, TX           |         NA          |     92  |
Montaire International| Dallas, TX           |         NA          |     29  |
New Data Strate       | Dallas, TX           |         NA          |     83  |
Omni Training         | Dallas, TX           |         NA          |     67  |
Pen & Ink             | San Jose, CA         |         NA          |     36  |
Platinum Technology   | Dallas, TX           |         NA          |     85  |
Programming Systems   | Broken Arrow, OK     |         NA          |     42  |
Scott, Madden, & Assoc| Raleigh, NC          |         NA          |     85  |
Soft Tech Systems     | Corpus Christi, TX   |         NA          |     94  |
Software Architects   | Westchester, IL      |         NA          |    300  |
Software Solutions    | Dallas, TX           |         NA          |     84  |


<PAGE> 21b
                                                                       21b
          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
                  OUTSIDE SERVICES EMPLOYED - ACCOUNT 923
                                (thousands)
 ____________________________________________________________________________
                        |                    |    RELATIONSHIP     |         |
                        |                    |  "A" - ASSOCIATE    |         |
                        |                    |     "NA" - NON      |         |
 FROM WHOM PURCHASED    |       ADDRESS      |      ASSOCIATE      | AMOUNT  |
                        |                    |                     |         |
A/C 9230 7430           |                    |                     |         |
    (continued)         |                    |                     |         |
  SPR Systems & Program | Tulsa, OK          |         NA          |$    87  |
  Stalter, Al/Ed        | Dallas, TX         |         NA          |     88  |
  Sykes Enterprise      | Charlotte, NC      |         NA          |     58  |
  Synergic Resources    | Bala Cynwyd, PA    |         NA          |     50  |
  Systems & Programming | Tulsa, OK          |         NA          |    396  |
  Vinson & Associates   | Dallas, TX         |         NA          |     91  |
  Other (45)            |         -          |         NA          |    243  |
                        |                    |                     |  6,811  |
A/C 9230 7450           |                    |                     |         |
Temporary Personnel     |                    |                     |         |
  Accountemps           | San Francisco, CA  |         NA          |     41  |
  Accounting Principals | Tulsa, OK          |         NA          |    143  |
  Career Consultants    |                    |                     |         |
    Temporary           | Austin, TX         |         NA          |     35  |
  Computemp of Dallas   | Dallas, TX         |         NA          |     25  |
  Dicker Temporary Serv.| Dallas, TX         |         NA          |     62  |
  Energy & Environmental|                    |                     |         |
    Services            | San Francisco, CA  |         NA          |     48  |
  Firstword Temporary   | Pittsburgh, PA     |         NA          |     47  |
  G.A.S. Unlimited, Inc | Houston, TX        |         NA          |     54  |
  High Profile, Inc.    | Dallas, TX         |         NA          |     34  |
  IBM Corporation       | Dallas, TX         |         NA          |     28  |
  Imprimis, Inc.        | Dallas, TX         |         NA          |    184  |
  Key Temporary         | Tulsa, OK          |         NA          |     65  |
  Manpower, Inc         | Milwaukee, WI      |         NA          |    205  |
  Multi Service Corp    | Kansas City, MO    |         NA          |     34  |
  Nebrig & Assoc, Inc   | Dallas, TX         |         NA          |     83  |
  Pro Staff Personnel   |                    |                     |         |
    Services            | Dallas, TX         |         NA          |    406  |
  Reedie & Company L.C. | Dallas, TX         |         NA          |     26  |
  R.M. Personnel, Inc.  | El Paso, TX        |         NA          |     28  |
  Software Consortium   | DeSoto, TX         |         NA          |     34  |
  Staff Extension, Inc. | Dallas, TX         |         NA          |     29  |
  Systems & Programming |                    |                     |         |
    Services            | Tulsa, OK          |         NA          |     39  |
  TAD Resources         | Charlotte, NC      |         NA          |     67  |
  Todays Temporary      | Dallas, TX         |         NA          |     55  |
  TRC Temporary Services| Atlanta, GA        |         NA          |     31  |
  Vinson & Associates   | Dallas, TX         |         NA          |  1,186  |
  Other (104)           |         -          |         NA          |    332  |
                        |                    |                     |$ 3,321  |
                        |                    |                     |         |
A/C 9230 7460           |                    |                     |         |
Outside Engineering     |                    |                     |         |
  A & C Enercon         | Atlanta, GA        |         NA          |$    44  |
  Caprock Fiber         | Dallas, TX         |         NA          |     26  |
  Cook - Joyce          | Austin, TX         |         NA          |    394  |
  Electric Power        | Palo Alto, CA      |         NA          |     91  |
  Energy Management     | Newark, NJ         |         NA          |    374  |
                                            
<PAGE> 21c
                                                                        21c
          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
                  OUTSIDE SERVICES EMPLOYED - ACCOUNT 923
                                (thousands)
_____________________________________________________________________________
                        |                    |    RELATIONSHIP     |         |
                        |                    |  "A" - ASSOCIATE    |         |
                        |                    |     "NA" - NON      |         |
  FROM WHOM PURCHASED   |       ADDRESS      |      ASSOCIATE      | AMOUNT  |
A/C 9230 7460           |                    |                     |         |
    (continued)         |                    |                     |         |
  EPRI                  | San Francisco, CA  |         NA          |     50  |
  Jarratt Dirt Work     | Ft. Davis, TX      |         NA          |     62  |
  RR Construction       | Odessa, TX         |         NA          |    155  |
  Sargent & Lundy       | Chicago, IL        |         NA          |     62  |
  Simon, Richard L.     | Mill Valley, CA    |         NA          |     46  |
  Spectrum Systems, Inc.| Pensacola, FL      |         NA          |     62  |
  Sun Technical Services| Mission Viejo, CA  |         NA          |    517  |
  Tippett & Gee         | Abilene, TX        |         NA          |     81  |
  Tobin Surveys         | San Antonio, TX    |         NA          |     25  |
  Utility Power         | Chatsworth, TX     |         NA          |  1,003  |
  WTE Corporation       | Bedford, MA        |         NA          |     54  |
  Other (49)            |         -          |         NA          |    338  |
                        |                    |                     |$ 3,384  |
                        |                    |                     |         |
A/C 9230 7470           |                    |                     |         |
Outside Tax Services    |                    |                     |         |
  Arthur Andersen LLP   | Dallas, TX         |         NA          |$    35  |
  BVS, Inc.             | Birmingham, AL     |         NA          |     36  |
  Dolgin & Associates   | St. Louis, MO      |         NA          |     60  |
  Real Estate Tax Serv  | Dallas, TX         |         NA          |     28  |
  Scott, Madden, & Assoc| Raleigh, NC        |         NA          |     35  |
  T-Cot, Inc.           | Corpus Christi, TX |         NA          |    147  |
  Tax Consultants of    |                    |                     |         |
    Texas               | Corpus Christi, TX |         NA          |    142  |
  Other (9)             |         -          |         NA          |     87  |
                        |                    |                     |$   570  |
                        |                    |                     |         |
                        |                    |                     |         |
A/C 9230 7480           |                    |                     |         |
Employment Agency Fees  |                    |                     |         |
Other (22)              |         -          |         NA          |     64  |
                        |                    |                     |$    64  |
                        |                    |                     |         |
                        |                    |                     |         |
A/C 9230 7490           |                    |                     |         |
Outside Services - Other|                    |                     |         |
  A Foster Higgin & Co  | Dallas, TX         |         NA          |$    26  |
  Access Management Co  | Minneapolis, MN    |         NA          |  1,051  |
  Almendarez, DeLe Garza| Laredo, TX         |         NA          |     42  |
  Anderson, John        | Albuquerque, NM    |         NA          |    164  |
  Applied Learning      |                    |                     |         |
    Systems             | Gainesville, FL    |         NA          |     29  | 
Ascension Technology    | Lincoln Center, MA |         NA          |     66  |
  Atlantic North        |                    |                     |         |
    American            | Dallas, TX         |         NA          |     49  |
  AYCO Corporation      | Albany, NY         |         NA          |    161  |
  Beacon Training Serv  | Dallas, TX         |         NA          |     47  |
                          
<PAGE> 21d
                                                                          21d
          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
                  OUTSIDE SERVICES EMPLOYED - ACCOUNT 923
                                (thousands)
______________________________________________________________________________
                        |                    |    RELATIONSHIP     |         |
                        |                    |  "A" - ASSOCIATE    |         |
                        |                    |     "NA" - NON      |         |
  FROM WHOM PURCHASED   |       ADDRESS      |      ASSOCIATE      | AMOUNT  |
                        |                    |                     |         |
A/C 9230 7490           |                    |                     |         |
   (continued)          |                    |                     |         |
  Belcan Serv Group     | Cincinnati, OH     |        NA           |     55  |
  Below, Tobe, & Assoc  | Marina Del Ray, CA |        NA           |     49  |
  Biggs, Glenn          | San Antonio, TX    |        NA           |    110  |
  Black Dog Productions | Houston, TX        |        NA           |    331  |
  Broyles & Pratt       | Corpus Christi, TX |        NA           |  1,200  |
  Burson - Marsteller   | Atlanta, GA        |        NA           |    136  |
  Cambridge Reports     | Cambridge, MA      |        NA           |    343  |
  Carrier Corporation   | Syracuse, NY       |        NA           |    (30) |
  Central Financial     | Dallas, TX         |        NA           |     35  |
  City of El Paso       | El Paso, TX        |        NA           |    926  |
  Computer People       | Newark, NJ         |        NA           |     35  |
  Computerland Co       | Tulsa, OK          |        NA           |     27  |
  Continental Serv Group| Milwaukee, WI      |        NA           |    118  |
  Corgan Associates     | Dallas, TX         |        NA           |    381  |
  Crisp Communications  | Sands Springs, OK  |        NA           |     41  |
  CSC Index             | Charlotte, NC      |        NA           |    366  |
  Cutler/Williams       | Dallas, TX         |        NA           |     56  |
  Deloitte & Touche     | Atlanta, GA        |        NA           |     79  |
  DRI/McGraw-Hill       | Woburn, MA         |        NA           |     57  |
  ECC, Inc.             | Fairfax, VA        |        NA           |     87  |
  ECOM                  | Houston, TX        |        NA           |     92  |
  Edison Electric       | Washington, D.C.   |        NA           |    192  |
  Energy Management     | Newark, NJ         |        NA           |    455  |
  Energy Research Group | Waltham, MA        |        NA           |    123  |
  Entex                 | Los Angeles, CA    |        NA           |    232  |
  EPRI                  | San Francisco, CA  |        NA           |  1,739  |
  Equifax National      | San Diego, CA      |        NA           |     32  |
  Ernst & Young         | Dallas, TX         |        NA           |     29  |
  ESCA Corporation      | Seattle, WA        |        NA           |  2,227  |
  Espey, Huston, & Assoc| Dallas, TX         |        NA           |    109  |
  Electric Power        |                    |                     |         |
    Research Institute  | Palo Alto, CA      |        NA           |  1,133  |
  Financo, Inc.         | Austin, TX         |        NA           |    605  |
  Folmer, Jim           | Laredo, TX         |        NA           |     32  |
  Forrester Research    | Cambridge, MA      |        NA           |     30  |
  Future Now            | Dallas, TX         |        NA           |     81  |
  Gartner Group         | Stamford, CT       |        NA           |     39  |
  Hefner & Associates   | Dallas, TX         |        NA           |     56  |
  Hewitt Associates     | Irving, TX         |        NA           |    575  |
  Howard Systems Intnl  | New York City, NY  |        NA           |    115  |
  Hunton & Williams     |                    |                     |         |
    Attorney            | Washinton, D.C.    |        NA           |     27  |
  IBM Corporation       | Dallas, TX         |        NA           |    327  |
  IBM DFW Utility       | Dallas, TX         |        NA           |    125  |
  Indus Group           | San Francisco, CA  |        NA           |     99  |
  Information Builders  | Philadelphia, PA   |        NA           |     29  |
  Intergraph Corporation| Huntsville, AL     |        NA           |     54  |
                                        
<PAGE> 21e
                                                                        21e
          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
                  OUTSIDE SERVICES EMPLOYED - ACCOUNT 923
                                (thousands)
 ____________________________________________________________________________
                        |                    |    RELATIONSHIP     |         |
                        |                    |  "A" - ASSOCIATE    |         |
                        |                    |     "NA" - NON      |         |
  FROM WHOM PURCHASED   |       ADDRESS      |      ASSOCIATE      | AMOUNT  |
                        |                    |                     |         |
A/C 9230 7490           |                    |                     |         |
   (continued)          |                    |                     |         |
  James Martin & Assoc  | Merrifield, VA     |        NA           |    179  |
  Jarrat Dirt Work      | Ft. Davis, TX      |        NA           |     50  |
  Johnson, Smith,       |                    |                     |         |
    Kitzmiller          | Washington, D.C.   |        NA           |     26  |
  Jones, Day, Reavis, & |                    |                     |         |
    Pogus               | Chicago, IL        |        NA           |     77  |
  Kahn, Alan R.         | Bozeman, MT        |        NA           |     48  |
  Kilmer, Robert E.     | Arlington, TX      |        NA           |     42  |
  Kinetic International | Richardson, TX     |        NA           |     62  |
  LEK Partnership       | Los Angeles, CA    |        NA           |     81  |
  LEK/Alcar Consultants | Boston, MA         |        NA           |     50  |
  Lockard & White       | Houston, TX        |        NA           |    118  |
  Logical Operations    | Rochester, NY      |        NA           |    104  |
  Logical Resources     | Dallas, TX         |        NA           |    198  |
  Louisiana Public Serv | Baton Rouge, LA    |        NA           |     33  |
  Marshall Group        | Scottsdale, AZ     |        NA           |    559  |
  McCord & Lorenz       |                    |                     |         |
    Architects          | Corpus Christi, TX |        NA           |    109  |
  Mercado - Silva       | El Paso, TX        |        NA           |    152  |
  Merrill Lynch & Co    | New York City, NY  |        NA           |    110  |
  Moody's Investor Serv.| Atlanta, GA        |        NA           |     44  |
  Morgan Stanley        | New York City, NY  |        NA           |  1,294  |
  Morrison's Hospitality|                    |                     |         |
    Group               | Atlanta, GA        |        NA           |    307  |
  National Analysts     | Philadelphia, PA   |        NA           |     60  |
  National Economic     |                    |                     |         |
    Research            | Newark, NJ         |        NA           |    364  |
  Network Engineering   | Dallas, TX         |        NA           |     99  |
  New Mexico State Univ | Las Cruces, NM     |        NA           |     74  |
  North Texas Public    |                    |                     |         |
   Board                | Dallas, TX         |        NA           |     51  |
  Pentagram Design      | Austin, TX         |        NA           |     26  |
  Personnel Decis       | Minneapolis, MN    |        NA           |     28  |
  Potomac Communication | Washington, D.C.   |        NA           |     29  |
  Power Technologies    | Schenectady, NY    |        NA           |    130  |
  Public Strategies     | Austin, TX         |        NA           |    245  |
  Putnam, Hayes, & Assoc| Cambridge, MA      |        NA           |    175  |
  Rankin, Jack          | Grand Prairie, TX  |        NA           |     48  |
  Read-Poland           | Dallas, TX         |        NA           |    697  |
  Red Simpson, Inc.     | Harlingen, TX      |        NA           |    143  |
  Reedie & Co           | Dallas, TX         |        NA           |  1,702  |
  Sable                 | Ft. Worth, TX      |        NA           |     78  |
  Scott, Madden, & Assoc| Raleigh, NC        |        NA           |  1,381  |
  Seaman & Co           | Dallas, TX         |        NA           |     73  |
  Software Architects   | Westchester, IL    |        NA           |     61  |
  Software Solution     | Dallas, TX         |        NA           |     41  |
  State of Louisiana    | Baton Rouge, LA    |        NA           |    (33) |
  Stone, Pigman, Wather | New Orleans, LA    |        NA           |     65  |
  Sul Ross State Univ   | Alpine, TX         |        NA           |     29  |

<PAGE> 21f
                                                                        21f
          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
                  OUTSIDE SERVICES EMPLOYED - ACCOUNT 923
                                (thousands)
_____________________________________________________________________________
                        |                    |    RELATIONSHIP     |         |
                        |                    |  "A" - ASSOCIATE    |         |
                        |                    |     "NA" - NON      |         |
  FROM WHOM PURCHASED   |       ADDRESS      |      ASSOCIATE      | AMOUNT  |
                        |                    |                     |         |
A/C 9230 7490           |                    |                     |         |
   (continued)          |                    |                     |         |
  Sun Technical Services| Mission Viejo, CA  |        NA           |     61  |
  Synergic Resources    | Bala Cynwyd, PA    |        NA           |     67  |
  TAD Resources         | Charlotte, NC      |        NA           |     38  |
  Taichert, Wiggins,    |                    |                     |         |
    Virtue              | Santa Fe, NM       |        NA           |     43  |
  Texas Tech University | Lubbock, TX        |        NA           |     73  |
  The Interiors Group   | Tulsa, OK          |        NA           |     39  |
  The Van Allen Group   | Atlanta, GA        |        NA           |     37  |
  Trammel Crow          | Dallas, TX         |        NA           |    190  |
  Trammel Crow          | Tulsa, OK          |        NA           |    854  |
  Transamerica Co       | Palatine, IL       |        NA           |     48  |
  Tucker, Gerald W.     | Skillman, NJ       |        NA           |     31  |
  Unified Information   | Kirkland, WA       |        NA           |     61  |
  Van Star              | Atlanta, GA        |        NA           |     45  |
  Vanderslice & Assoc   | Tulsa, OK          |        NA           |     71  |
  Vice, Patricia        | Crosby, TX         |        NA           |     43  |
  Vinson & Assoc        | Dallas, TX         |        NA           |     40  |
  Willis, Patricia      | Desoto, TX         |        NA           |     50  |
  Wilson Consulting     | St. Petersburg, FL |        NA           |    264  |
  Wilson Kullman McCord | Corpus Christi, TX |        NA           |     71  |
  Wilson, Scott D.      | Alpharetta, GA     |        NA           |     27  |
  Winner/Wagner         | Encino, CA         |        NA           |    638  |
  WTE Corporation       | Bedford, MA        |        NA           |     31  |
  Wyatt Company         | Dallas, TX         |        NA           |     40  |
  Other (415)           |         -          |        NA           |  1,725  |
                        |                    |                     |$28,390  |
                        |                TOTAL OUTSIDE SERVICES    |$63,794  |

<PAGE> 22
                                                                         22
                                     
                                     
          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
               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                                                |     $    886|
                                                         |             |
  Thrift Plan                                            |        1,175|
                                                         |             |
  Medical Plan                                           |          865|
                                                         |             |
  Benefit Plan Trustee Fee                               |          609|
                                                         |             |
  Employee Assistance Program                            |          279|
                                                         |             |
  Health and Fitness Program                             |           41|
                                                         |             |
  Vacation Accrual                                       |          106|
                                                         |             |
  Employee Awards and Events Program                     |          193|
                                                         |             |
  Accidental Death and Disability                        |           45|
                                                         |             |
  Relocation Expenses - Americorp                        |       13,264|
                                                         |             |
  System Employee Benefits                               |        1,597|
                                                         |             |
  Retired Employee Benefits                              |        1,052|
                                                         |             |
      Others    (8)                                      |             |
                                                TOTAL    |     $ 20,217|

                                     
                                     
<PAGE> 23
                                                                        23
                                     
          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
               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               |  Advertising Consultants|     $      3|
                                   |  BSA Advertising        |           39|
                                   |  Ideas In Action        |            8|
                                   |  McNutt Media           |           11|
                                   |  Stanley M. David       |            8|
                                   |  Other (5)              |            2|
                                   |                         |             |
                                   |                         |             |
                                   |                         |             |
                                   |                         |             |
Fees to Communication Consultant-  |                         |             |
  Investor/Public Relations        |                         |             |
  Related                          |  AD&A                   |            9|
                                   |  Almendarez, DeLa Garza |           40|
                                   |  Black Dog Productions  |          120|
                                   |  Borman Advertising &   |             |
                                   |    Marketing            |           18|
                                   |  Brothers & Company     |          254|
                                   |  Cherry Street Mile     |            5|
                                   |  El Paso Industrial     |           20|
                                   |  El Paso Times          |           11|
                                   |  Klaes, Jim             |            3|
                                   |  Langdon Publishing Co. |            3|
                                   |  NAIC                   |            4|
                                   |  Guerra, Pena           |            8|
                                   |  Progressive Marketer   |           65|
                                   |  Read-Poland Association|            8|
                                   |  Research Magazine      |           61|
                                   |  Sanders, Wingo, Galvin,|             |
                                   |    & Associates         |           42|
                                   |  Simon, Richard L.      |            3|
                                   |  Wingfield Smith        |           20|
                                   |  Other (39)             |           20|
                                   |             TOTAL       |     $    785|

<PAGE> 24
                                                                          24


          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
              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                           |      $    775|
   Company Relocation Expenses                                |          (65)|
   Trustee,  Registrar, and Transfer Agent Fees               |           371|
   Stockholders Meeting  Expense                              |             8|
   Dividend  Letter                                           |           178|
   Directors'  Fees and Expenses                              |           497|
   Publish  and Distribute Annual Report                      |           491|
   Directors'  Meetings Expense                               |           216|
   Contract  Programming                                      |         2,429|
                                                              |              |
                                               TOTAL          |      $  4,900|



          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
                            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                                         |      $  1,108|
   Offsite  Storage Space Rent                                |           133|
   Computer  Timesharing Rent                                 |           103|
   Computer  Software Rent                                    |         6,573|
   Computer  Equipment Rent                                   |         2,531|
   Automobile  Rent                                           |           368|
   Other  Rent                                                |         1,830|
                                                              |              |
                                                TOTAL         |       $12,646|


<PAGE> 25
                                                                         25

          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
                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                                 |      $   103|
    Property and Other Taxes                                 |        2,626|
                                                             |             |
         Subtotal                                            |      $ 2,729|
                                                             |             |
     U.   S.   Government   Taxes:                           |             |
    Social Security Taxes                                    |      $ 3,976|
    Federal Unemployment Taxes                               |           65|
                                                             |             |
         Subtotal                                            |      $ 4,041|
                                                             |             |
                                              TOTAL          |      $ 6,770|

<PAGE> 26
                                                                         26
          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
                         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 |
                         |                                           |        |
Aggie Sports Association | Scholarship membership                    |    $4  |
                         |                                           |        |
Baylor University Medical| Contribution to support the organization  |    25  |
  School                 |                                           |        |
                         |                                           |        |
Boy Scouts of America    | Sustaining membership                     |     5  |
                         |                                           |        |
Boys and Girls Club      | Contribution to support the organization  |     7  |
                         |                                           |        |
Center for Legislative   | Contribution to support the organization  |     5  |
  Energy and             |                                           |        |
  Environmental Research |                                           |        |
                         |                                           |        |
Center for Public Policy | Contribution to support the organization  |     5  |
  Dispute Resolution     |                                           |        |
                         |                                           |        |
Circle Ten Council - Boy | Contribution to support activities of the |    45  |
  Scouts of America      |   organization                            |        |
                         |                                           |        |
Communities Foundation of| Contribution to support activities of the |     8  |
  Texas                  |   organization                            |        |
                         |                                           |        |
Conference Board, The    | Annual Subscription                       |     6  |
                         |                                           |        |
Dallas Civic Center      | Contribution to support the organization  |    20  |
  Commerce               |                                           |        |
                         |                                           |        |
Dallas Hispanic Chamber  | Annual membership contribution            |     4  |
  of Commerce            |                                           |        |
                         |                                           |        |
Dallas Museum of Arts    | Corporate council dues                    |     5  |
                         |                                           |        |
Dallas Opera             | Annual fund campaign contribution         |     5  |
                         |                                           |        |
Dallas Symphony          | Annual fund campaign contribution         |    18  |
  Association            |                                           |        |
                         |                                           |        |
Dallas Theater Center    | Contribution to support the organization  |    15  |
                         |                                           |        |
Dickshire Distributing   | Contribution to support the organization  |     3  |
                         |                                           |        |
Easter Seal Society      | Contribution to support the organization  |     6  |
                         |                                           |        |
El Paso Chamber of       | Annual membership contribution            |    22  |
 Commerce                |                                           |        |
                         |                                           |        |
F-One                    | Contribution of computer equipment        |        |
                         |   to the Grassroots Campaign office       |    28  |
                         |                                           |        |
Far West Texas Leadership| Sponsorship of conference                 |     3  |
  Seminar                |                                           |        |

<PAGE> 26a
                                                                       26a
                                     

                           DONATIONS - CONTINUED
                                (thousands)


_____________________________________________________________________________
    NAME OF RECIPIENT     |           PURPOSE OF DONATION            |AMOUNT |
Governors Business Council|Contribution for economic development     |   $5  |
                          |                                          |       |
Greater Dallas Youth      |Contribution to support the organization  |    3  |
  Orchestra               |                                          |       |
                          |                                          |       |
Hogan, William Professor  |Contribution to support Harvard           |   50  |
                          |  Electricity Policy Group                |       |
                          |                                          |       |
Issues Mobilization Fund  |Contribution to support the organization  |   20  |
                          |                                          |       |
Jobs for Texas, Inc.      |Support jobs for Texas Legislative agenda |    5  |
                          |                                          |       |
Junior Achievement of     |Sponsorship pledge                        |    4  |
  Dallas                  |                                          |       |
                          |                                          |       |
KERA Channel 13           |Contribution to support the activities of |    7  |
                          |  the organization                        |       |
                          |                                          |       |
Las Cruces Home Builders  |Contribution to support the organization  |   20  |
 Association              |                                          |       |
                          |                                          |       |
NAFTA-El Paso Business    |Contribution to support the activities of |   10  |
  Development Council     |  the organization                        |       |
                          |                                          |       |
National Council on       |Contribution to support the activities of |    3  |
  Economic Education      |  the organization                        |       |
                          |                                          |       |
Nature Conservancy of     |Contribution to support an award luncheon |    5  |
  Texas                   |                                          |       |
                          |                                          |       |
New Mexico State          |Contribution to support the organization  |   50  |
 University               |                                          |       |
                          |                                          |       |
New Mexico State          |Contribution to support the activities    |    3  |
 University Athletics     |  of the organization                     |       |
                          |                                          |       |
New Texas Foundation      |Contribution to support the organization  |    5  |
                          |                                          |       |
People Against the Costly |Contribution toward Public Awareness      |  889  |
  Municipal Takeover      |  Campaign                                |       |
                          |                                          |       |
Positive Force Tour       |Contribution to support the organization  |   29  |
                          |                                          |       |
Presbyterian Health Care  |Contribution to Institute for Exercise    |   25  |
  Foundation              |  and Environmental Medicine              |       |
                          |                                          |       |
Salesmanship Club of      |Contribution to support activities of the |   19  |
  Dallas                  |  organization                            |       |
                          |                                          |       |
Science Place, The        |Sponsorship of level membership           |    5  |
                          |                                          |       |
Shelter Golf Dallas       |Corporate sponsorship                     |   15  |
                          |                                          |       |
Sierra Machinery          |Contribution for light towers             |    5  |

<PAGE> 26b
                                                                          26b
                                     
                           DONATIONS - CONTINUED
                                (thousands)


______________________________________________________________________________
    NAME OF RECIPIENT     |           PURPOSE OF DONATION            | AMOUNT |
                          |                                          |        |
Texas Business &          |Contribution to support activities of the |     5  |
  Education Coalition     |  organization                            |        |
                          |                                          |        |
Texas Council on Economic |Contribution to support activities of the |     5  |
  Education               |  organization                            |        |
                          |                                          |        |
Texas Research League     |Government Research contribution          |    10  |
                          |                                          |        |
Texas Tech University     |Contribution for capital and endowment    |    20  |
  Capital Campaign        |  funds                                   |        |
                          |                                          |        |
Tulsa United Way          |Contribution to support community service |    30  |
                          |  organizations                           |        |
                          |                                          |        |
Unimex                    |Contribution for school furniture         |    10  |
                          |                                          |        |
Unite El Paso             |Contribution to support community service |    15  |
                          |  organizations                           |        |
                          |                                          |        |
United Way of Metropolital|Contribution to support community service |    33  |
  Dallas                  |  organizations                           |        |
                          |                                          |        |
University of Texas       |Southwestern Medical Center Campaign      |    25  |
                          |                                          |        |
University of Texas       |Contribution to Miner Foundation Pledge   |    25  |
                          |                                          |        |
YMCA of Metropolitan      |Contribution to support the organization  |     8  |
  Dallas                  |                                          |        |
                          |                                          |        |
Other (191)               |                                          |   148  |
                          |                                          |        |
                          |                                 TOTAL    |$1,750  |

<PAGE> 27
                                                                         27

          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994

                     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  |    $    934|
                                    |                         |            |
  Misc. Amortization                | Company expense         |         352|
                                    |                         |            |
                                    |                         |            |
                                    |               TOTAL     |   $   1,286|



<PAGE> 28
                                                                         28

          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                   For the Year Ended December 31, 1994
                                     
               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, 1994, were $9,904,642. See paragraph (b) for explanation of 
the  1994 billing procedure.

    (b)  Breakdown of Data Center Billings by CRU

          The actual 1994 costs for the operation of the Data Center were
$9,904,642. Costs of operation of the Data Center were charged back to  the
system companies based on their usage of the computer resources.  CSWS 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> 28a
                                                                    28a

          ANNUAL REPORT OF Central and South West Services, Inc.
                                     
                    For the Year Ended December 31, 1994
                                     
               SCHEDULE XVIII - NOTES TO STATEMENT OF INCOME
                                     
                                     
                                   Usage           Base          Total
Company              CRU's        Billing        Billing        Billing


CPL                883,233      $   883,233    $   563,146     $1,446,379

PSO               1,643,047       1,643,047        833,510      2,476,557

SWEPCO            1,316,918       1,316,918        793,356      2,110,274

WTU                 481,883         481,883        219,168        701,051
                            
TRANSOK             743,366         743,366        248,279        991,645

CSWS              1,486,572       1,486,572        688,290      2,174,862

CSW  Energy           3,539           3,539            335          3,874

TOTALS            6,558,558      $6,558,558     $3,346,084     $9,904,642



    (c)  Statement of Data Center Activities

      The  major  activities  of the Data  Center  during  1994  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  1994 included  salaries,  equipment
  expenses, software services, disaster recovery, site rentals and  general
  supplies.

<PAGE> 29
                                                                        29

                                  ORGANIZATION CHART

                                  CHMN/CEO/PRESIDENT
     ------------------------------------|-----------------------------
    |                 |                  |               |             |
SR VP CHIEF       EXEC VP CEO        EXEC VP/          SR VP        DIRECTOR
FINANCIAL             |             CHIEF OPER OFF     GENERAL      CORPORATE
OFFICER               |                  |               |            AUDIT
    |                 |                  |               |
VP CORPORATE      VP CORPORATE           |             LEGAL
SERVICES          DEVELOPMENT            |
                                         |
                       ------------------|---------------
                      |                  |               |
                  PRES CSWS           VP MKTG/         PRES CSWS
                  PRODUCTION          BUSINESS         OPERATION
                  SERVICES            DEVELOPMENT      SERVICES
                      |                                  |
      --------------------------                  -------|-----------
     |       |          |       |                |       |     |      |
     |       VP         |   VP FOSSIL            |    VP INFO  |   VP SYSTEM
     |    PRODUCTION    |   GENERATION           |   RESOURCES |    PROCESS
     |    ENGINEERING   |                        |             |   IMPROVEMENT
     |                  |                        |             |
     VP              VP NUCLEAR               VP TRANS/        VP
    FUELS             PLANTS                 SUBSTATION       ADMIN
                                             ENGINEERING


<PAGE> 30
                                                                        30
         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> 31
                                                                      31


         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 1994:

     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 1994:

    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> 32
                                                                        32


          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/ R. Russell Davis

                                   (Signature of Signing Officer)

                                           R. Russell Davis

                                 (Printed Name and Title of Signing Officer)


Date: May 1, 1995




<TABLE> <S> <C>

<ARTICLE> OPUR2
<CIK> 0000025944
<NAME> CENTRAL AND SOUTH WEST SERVICES
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<BOOK-VALUE>                                  PER-BOOK
<NET-SERVICE-COMPANY-PROPERTY>                  93,239
<TOTAL-INVESTMENTS>                                  0
<TOTAL-CURRENT-ASSETS>                          63,316
<TOTAL-DEFERRED-DEBITS>                          6,189
<OTHER-ASSETS-AND-DEBITS>                        4,826
<TOTAL-ASSETS-AND-DEBITS>                      167,570
<TOTAL-PROPRIETARY-CAPITAL>                        100
<TOTAL-LONG-TERM-DEBT>                          64,950
<NOTES-PAYABLE>                                      0
<NOTES-PAYABLE-ASSOCIATE-COMP>                  90,002
<OTHER-CURR-AND-ACCRUED-LIAB>                    2,813
<TOTAL-DEFERRED-CREDITS>                         1,087
<DEFERRED-INCOME-TAX>                            8,618
<TOT-LIABIL-AND-PROPRIET-CAP>                  167,570
<SERVICES-ASSOCIATE-COMPANIES>                       0
<SERVICES-NON-ASSOCIATE-COMP>                        0
<MISC-INCOME-OR-LOSS>                                0
<TOTAL-INCOME>                                       0
<SALARIES-AND-WAGES>                                 0
<EMPLOYEE-PENSION-AND-BENEFIT>                       0
<OTHER-EXPENSES>                                     0
<TOTAL-EXPENSES>                                     0
<NET-INCOME>                                         0
<TOTAL-EXPENSES-DIRECT-COST>                         0
<TOTAL-EXPENSES-INDIRECT-COST>                       0
<TOT-EXP-DIRECT-AND-INDIRECT>                        0
<PERSONNEL-END-OF-YEAR>                          1,070
        


</TABLE>


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