CSW CREDIT INC
POS AMC, 1994-11-29
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  <PAGE> 1
                                                              File No. 70-7113 
                                                                       70-7218 



                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549

                 AMENDMENT NO. 26 (POST-EFFECTIVE) TO

                   FORM U-1  APPLICATION-DECLARATION

                               UNDER THE

              PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                      ___________________________

                           CSW CREDIT, INC.
                     1616 Woodall Rodgers Freeway
                         Dallas, Texas  75202

                  CENTRAL AND SOUTH WEST CORPORATION
                     1616 Woodall Rodgers Freeway
                         Dallas, Texas  75202

        (Names of companies filing this statement and addresses
                    of principal executive offices)

                      ___________________________

                  CENTRAL AND SOUTH WEST CORPORATION

            (Name of top registered holding company parent)

                      ___________________________

                    Stephen J. McDonnell, Treasurer
                  Central and South West Corporation
                     1616 Woodall Rodgers Freeway
                         Dallas, Texas  75202

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

              (Name and addresses of agents for service)

  <PAGE> 2
          CSW Credit, Inc. ("Credit") and Central and South West Corporation
("CSW") hereby amend the Form U-1 Application-Declarations in File Nos. 70-
7218 and 70-7113 (the "Application-Declarations") for the purpose of amending
Item 6 in the following respects.  In all other respects the Application-
Declarations as previously filed and amended will remain the same.

Item 6.   Exhibits and Financial Statements.
          Item 6 is hereby amended to file the following exhibit:

          Exhibit 2 - Financial Statements per books and pro forma as of
                      September 30, 1994, of Credit and Central and South 
                      West Corporation and consolidated subsidiaries.


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


          Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, as amended, the undersigned company has duly caused this document
to be signed on its behalf by the undersigned thereunto duly authorized.
          Dated:  November 29, 1994


                                      CSW CREDIT, INC.

                                      By:  /s/ STEPHEN J. MCDONNELL
                                              Stephen J. McDonnell
                                                 Vice President

  <PAGE> 4
                           S I G N A T U R E
                           - - - - - - - - -


          Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, as amended, the undersigned company has duly caused this document
to be signed on its behalf by the undersigned thereunto duly authorized.
          Dated:  November 29, 1994



                                      CENTRAL AND SOUTH WEST CORPORATION

                                      By:  /s/ STEPHEN J. MCDONNELL
                                              Stephen J. McDonnell
                                                    Treasurer



  <PAGE> 1

                           INDEX TO EXHIBITS


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

  2            Financial Statements per books and         Electronic
               pro forma as of September 30, 1994, 
               of Credit and Central and South
               West Corporation and consolidated
               subsidiaries.




  <PAGE> 1

                                                                   EXHIBIT 2
                                                                   ---------



                                 INDEX
                                  TO
                         FINANCIAL STATEMENTS

                                                                     Page
                                                                    Number

 CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
                                                              
 Consolidated Balance Sheets - Per Books and Pro Forma
   as of September 30, 1994                                         2 - 3
                                                              
 Consolidated Statement of Income for the Twelve Months Ended
   September 30, 1994                                                 4
                                                              
 Consolidated Statement of Retained Earnings for the Twelve
   Months Ended September 30, 1994                                    5
                                                              
 Statements of Long-Term Debt Outstanding as of September 30,
   1994                                                             6 - 9
                                                              
 Statements of Preferred Stock Outstanding as of September 30, 
   1994                                                               10
                                                              
 CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
                                                              
 Balance Sheets - Per Books and Pro Forma as of September 30, 1994    11
                                                              
 Statement of Income for the Twelve Months Ended September 30, 1994   12
                                                              
 CSW CREDIT, INC.                                             
                                                              
 Balance Sheets - Per Books and Pro Forma as of September 30, 1994    13
                                                              
 Statement of Income for the Twelve Months Ended September 30, 1994   14
                                                              
 Statement of Retained Earnings for the Twelve Months Ended
   September 30, 1994                                                 15
                                                              
 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS                              16
                                                              
 STATEMENT OF CHANGES                                                 17
                                                              
 CAPITALIZATION RATIOS - Per books and Pro forma                      18
                                                              
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           19


  <PAGE> 2
CENTRAL AND SOUTH WEST CORPORATION                                 
AND SUBSIDIARY COMPANIES                                           
CONSOLIDATED BALANCE SHEETS                                        
PER BOOKS AND PRO FORMA                                            
AS OF SEPTEMBER 30, 1994                                           
UNAUDITED                                                          
(Millions)                                                         
                                                                   
                                         Per    Pro Forma     Pro
                                        Books  Adjustments   Forma
                                                                   
 ASSETS                                  No pro forma adjustments
                                      
 PLANT
   Electric utility
     Production                         $5,794               $5,794
     Transmission                        1,355                1,355
     Distribution                        2,480                2,480
     General                               756                  756
     Construction work in progress         352                  352
     Nuclear fuel                          161                  161
   Gas                                     800                  800
                                        ------               ------
                                        11,698               11,698
   Less - Accumulated depreciation       3,792                3,792
                                        ------               ------
                                         7,906                7,906
                                        ------               ------
 CURRENT ASSETS
   Cash and temporary cash investments      34                   34
   Accounts receivable                     937                  937
   Materials and supplies, at average     
     cost                                  154                  154
   Fuel inventory, substantially at       
     average cost                           91                   91
   Gas inventory/products for resale        24                   24
   Unrecovered fuel cost                    74                   74
   Prepayments and other                    79                   79
                                        ------               ------
                                         1,393                1,393
                                        ------               ------
 DEFERRED CHARGES AND OTHER ASSETS
   Deferred plant costs                    516                  516
   Mirror CWIP asset - net                 324                  324
   Other non-utility investments           333                  333
   Income tax related regulatory asset    
     net                                   209                  209
   Other                                   295                  295
                                        ------               ------
                                         1,677                1,677
                                        ------    ------     ------
                                       $10,976        $0    $10,976
                                        ======    ======     ======


  <PAGE> 3
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)
                                      
                                         Per     Pro Forma     Pro
                                        Books   Adjustments   Forma
                                      
 CAPITALIZATION AND LIABILITIES            No pro forma adjustment
                                              
 CAPITALIZATION                               
   Common Stock Equity -                      
        Common stock, $3.50 par value,
        authorized 350,000,000 shares;
        issued and outstanding 189,901,000
        shares                            $665                 $665
     Paid-in capital                       547                  547
     Retained earnings                   1,841                1,841
                                        ------               ------
     Total Common Stock Equity           3,053                3,053
                                      
   Preferred stock
     Not subject to mandatory           
       redemption                          292                  292
     Subject to mandatory redemption        35                   35
   Long-term debt                        2,886                2,886
                                        ------               ------
     Total Capitalization                6,266                6,266
                                        ------               ------
 CURRENT LIABILITIES
   Long-term debt/preferred stock
     due within twelve months               11                   11
   Short-term debt                         739                  739
   Short-term debt - CSW Credit            808                  808
   Accounts payable                        244                  244
   Accrued taxes                           177                  177
   Accrued interest                         70                   70
   Accrued restructuring charges            42                   42
   Other                                   157                  157
                                        ------               ------
                                         2,248                2,248
                                        ------               ------
DEFERRED CREDITS
   Income taxes                          2,040                2,040
   Investment tax credits                  324                  324
   Mirror CWIP liability and other          98                   98
                                        ------               ------
                                         2,462                2,462
                                        ------    ------     ------
                                       $10,976        $0    $10,976
                                        ======    ======     ======

  <PAGE> 4
 CENTRAL AND SOUTH WEST CORPORATION           
 AND SUBSIDIARY COMPANIES                     
 CONSOLIDATED STATEMENT OF INCOME             
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED                                    
 (Millions)                                   
                                              
                                              
                                              
 OPERATING REVENUES                     $3,672
                                        ------
 OPERATING EXPENSES AND TAXES                 
   Fuel and purchased power              1,206
   Gas purchased for resale                326
   Other operating                         680
   Restructuring charges                    97
   Maintenance                             189
   Depreciation and amortization           353
   Taxes, other than Federal income        206
   Federal income taxes                    129
                                        ------
                                         3,186
                                        ------
 OPERATING INCOME                          486
                                        ------
 OTHER INCOME AND DEDUCTIONS                  
   Mirror CWIP liability amortization       70
   Other                                    25
                                        ------
                                            95
                                              
 INCOME BEFORE INTEREST CHARGES            581
                                        ------
 INTEREST CHARGES                             
   Interest on long-term debt              217
   Interest on short-term debt and         
     other                                  62
                                        ------
                                           279
                                        ------
                                              
 NET INCOME                                302
                                              
   Preferred stock dividends                19
                                        ------
 NET INCOME FOR COMMON STOCK              $283
                                        ======


  <PAGE> 5
 CENTRAL AND SOUTH WEST CORPORATION           
 AND SUBSIDIARY COMPANIES                     
 CONSOLIDATED STATEMENT OF RETAINED EARNINGS
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED                                    
 (Millions)                                   
                                              
                                              
                                              
 RETAINED EARNINGS AT September 30, 1993    $1,876
                                              
 Add: Net income for common stock              283
                                            ------
                                             2,159
                                              
 Deduct: Common stock dividends                318
                                            ------
 RETAINED EARNINGS AT September 30, 1994    $1,841
                                            ======

  <PAGE> 6
 CENTRAL AND SOUTH WEST CORPORATION           
 AND SUBSIDIARY COMPANIES                     
 STATEMENT OF LONG-TERM DEBT OUTSTANDING
 AS OF SEPTEMBER 30, 1994                     
 UNAUDITED                                    
 (Millions)                                   
                                              
                                              
 CENTRAL POWER AND LIGHT COMPANY              
  First mortgage bonds -                      
 Series J, 6-5/8%, due January 1, 1998               $28
 Series L, 7%, due February 1, 2001                   36
 Series T, 7-1/2%, due December 15, 2014             112
 Series U, 9-3/4%, due July 1, 2015                   32
 Series Z, 9-3/8%, due December 1, 2019              140
 Series AA, 7-1/2%,  due March 1, 2020                50
 Series BB, 6%, due  October 1, 1997                 200
 Series CC, 7-1/4%,  due October 1, 2004             100
 Series DD, 7-1/8%,  due December 1, 1999             25
 Series EE, 7-1/2%,  due December 1, 2002            115
 Series FF, 6-7/8%,  due February 1, 2003             50
 Series GG, 7-1/8%,  due February 1, 2008             75
 Series HH, 6%, due  April 1, 2000                   100
 Series II, 7-1/2%,  due April 1, 2023               100
 Series JJ, 7-1/2%,  due May 1, 1999                 100
Installment sales agreements -
   Pollution control bonds
     Series 1974  7-1/8%, due June 1, 2004             8
     Series 1977  6%, due November 1, 2007            34
     Series 1984  7-7/8%, due December 15, 2014        6
     Series 1984  10-1/8%, due October 15, 2014       69
     Series 1986  7-7/8%, due December 1, 2016        60
     Series 1993  6%, due July 1, 2028               120
Unamortized discount                                (12)
Unamortized costs of reacquired debt                (83)
                                                  ------
                                                  $1,465
                                                  ------

  <PAGE> 7
 CENTRAL AND SOUTH WEST CORPORATION           
 AND SUBSIDIARY COMPANIES                     
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF SEPTEMBER 30, 1994                     
 UNAUDITED                                    
 (Millions)                                   
                                              
                                              
                                              
 PUBLIC SERVICE COMPANY OF OKLAHOMA           
 First mortgage bonds -                       
   Series J, 5-1/4%, due March 1, 1996               $25
   Series K, 7-1/4%, due January 1, 1999              25
   Series L, 7-3/8%, due March 1, 2002                30
   Series S, 7-1/4%, due July 1, 2003                 65
   Series T, 7-3/8%, due December 1, 2004             50
   Series U, 6-1/4%, due April 1, 2003                35
   Series V, 7-3/8%, due April 1, 2023               100
   Series W, 6-1/2%, due June 1, 2005                 50
 Installment sales agreements -
   Pollution control bonds
     5.9%, due December 1, 2007                       35
     Series 1984 7-7/8, due December 15, 2014         13
 Unamortized discount                                 (5)
 Unamortized costs of reacquired debt                (21)
                                                  ------
                                                    $402
                                                  ------


  <PAGE> 8
 CENTRAL AND SOUTH WEST CORPORATION           
 AND SUBSIDIARY COMPANIES                     
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF SEPTEMBER 30, 1994                     
 UNAUDITED                                    
 (Millions)                                   
                                              
 SOUTHWESTERN ELECTRIC POWER COMPANY          
 First mortgage bonds -                       
   Series U, 9-1/8%, due November 1, 2019             $4
   Series V, 7-3/4%, due June 1, 2004                 40
   Series W, 6-1/8%, due December 1, 1999             40
   Series X, 7%, due December 1, 2007                 90
   Series Y, 6-5/8%, due February 1, 2003             55
   Series Z, 7-1/4%, due July 1, 2023                 45
   Series  AA, 5-1/4%, due April 1, 2000              45
   Series  BB, 6-7/8%, due October 1, 2025            80
   1976 Series A, 6.2%, due November 1, 2006           7
   1976 Series B, 6.2%, due November 1, 2006           1
 Installment sales agreements -
   Pollution control bonds
     1978 Series A, 6%, due January 1, 2008           14
     1991 Series A, 8.2%, due August 1, 2011          17
     1991 Series B, 6.9%, due November 1, 2004        12
     Series 1986, 8.2%, due July 1, 2014              82
     Series 1992, 7.6%, due January 1, 2019           54
 Bank loan, variable rate, due June 15, 1994          50
 Railcar lease obligations                            19
 Unamortized discount                                 (4)
 Unamortized costs of reacquired debt                (56)
                                                  ------
                                                    $595
                                                  ------
 WEST TEXAS UTILITIES COMPANY
 First mortgage bonds -
   Series 0, 9-1/4%, due December 1, 2019             63
   Series P, 7-3/4%, due July 1, 2007                 25
   Series Q, 6-7/8%, due October 1, 2002              35
   Series R, 7%, due October 1, 2004                  40
   Series S, 6-1/8%, due February 1, 2004             40
 Installment sales agreement -
   Pollution control bonds
     7-7/8%, due December 15, 2014                    44
 Unamortized discount                                 (1)
 Unamortized costs of reacquired debt                (28)
                                                  ------
                                                    $218
                                                  ------

  <PAGE> 9
 CENTRAL AND SOUTH WEST CORPORATION           
 AND SUBSIDIARY COMPANIES                     
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF SEPTEMBER 30, 1994                     
 UNAUDITED                                    
 (millions)                                   
                                              
 TRANSOK, INC.                                
 Note payable, 8.960%, due April 17, 2017                $15
 Note payable, 8.280%, due April 16, 2007                  3
 Note payable, 8.130%, due April 16, 2002                  3
 Note payable, 8.125%, due April 22, 2002                 17
 Note payable, 8.900%, due May 21, 2012                    5
 Note payable, 7.810%, due May 20, 1999                    3
 Note payable, 8.250%, due May 20, 2004                    1
 Note payable, 8.170%, due May 22, 2003                    2
 Note payable, 7.750%, due May 21, 1999                    5
 Note payable, 8.170%, due May 28, 2004                    2
 Note payable, 8.280%, due June 3, 2003                    4
 Note payable, 8.340%, due June 2, 2004                    2
 Note payable, 8.350%, due August 27, 2012                 5
 Note payable, 7.350%, due August 26, 2002                 5
 Note payable, 7.330%, due August 26, 2002                 1
 Note payable, 7.320%, due August 28, 2002                14
 Note payable, 6.750%, due December 1, 1999               15
 Note payable, 7.800%, due March 1, 2004                  10
 Note payable, 7.770%, due March 1, 2004                   3
 Note payable, 7.780%, due December 15, 2004               2
 Note payable, 7.730%, due December 15, 2004               1
 Note payable, 7.670%, due March 1, 2004                   1
 Note payable, 7.650%, due May 15, 2002                    5
 Note payable, 7.650%, due May 15, 2002                    5
 Note payable, 7.710%, due December 23, 2003              11
 Note payable, 6.850%, due March 18, 2005                  1
 Note payable, 6.850%, due March 18, 2005                  1
 Note payable, 6.900%, due March 1, 2005                   6
 Note payable, 6.990%, due March 24, 2005                  5
 Note payable, 6.860%, due March 28, 2005                 12
 Note payable, 7.750%, due April 24, 2023                 10
 Note payable, 6.840%, due April 25, 2005                  3
 Note payable, 7.750%, due April 26, 2023                  5
 Note payable, 6.810%, due April 26, 2003                  7
 Note payable, 6.600%, due April 29, 2003                  2
 Note payable, 6.710%, due April 30, 2004                  1
 Note payable, 6.930%, due May 5, 2005                     1
 Note payable, 7.070%, due May 5, 2008                     1
 Note payable, 7.000%, due January 12, 2004                5
                                                      ------
                                                        $200
 CENTRAL AND SOUTH WEST SERVICES, INC.                ------
   Note payable, 9%, due February 1, 2008                  5
                                                      ------
   TOTAL CONSOLIDATED                                 $2,886
                                                      ======


  <PAGE> 10
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF PREFERRED STOCK OUTSTANDING
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)
                                      
                                      
 NOT SUBJECT TO MANDATORY REDEMPTION
                                      
 CENTRAL POWER AND LIGHT COMPANY
   4.00% Series,   100,000 shares                    $10
   4.20% Series,    75,000 shares                      8
   7.12% Series,   260,000 shares                     26
   8.72% Series,   500,000 shares                     50
   2.69% Series,   750,000 shares                     75
   2.711% Series,  425,000 shares                     42
   2.688% Series,  425,000 shares                     42
   Issuance expense                                  (3)
                                                  ------
                                                     250
                                                  ------
 PUBLIC SERVICE COMPANY OF OKLAHOMA
                                      
   4.00% Series,    97,900 shares                     10
   4.24% Series,   100,000 shares                     10
                                                  ------
                                                      20
                                                  ------
 SOUTHWESTERN ELECTRIC POWER COMPANY
                                      
   5.00% Series,    75,000 shares                      8
   4.65% Series,    25,000 shares                      2
   4.28% Series,    60,000 shares                      6
                                                  ------
                                                      16
                                                  ------
 WEST TEXAS UTILITIES COMPANY
   4.40% Series,    60,000 shares                      6
                                                  ------
 Total Consolidated                                 $292
                                                  ======
 SUBJECT TO MANDATORY REDEMPTION
                                      
 SOUTHWESTERN ELECTRIC POWER COMPANY
   6.95% Series, 364,000 shares                       35
                                      
                                                  ------
     Total Consolidated                              $35
                                                  ======


  <PAGE> 11
 CENTRAL AND SOUTH WEST CORPORATION

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)
                                      
                                         Per    Pro Forma      Pro
                                        Books  Adjustments    Forma
                                      
 INVESTMENTS IN COMMON STOCK            No pro forma adjustments
   OF SUBSIDIARY
   COMPANIES (at equity)                $3,338               $3,338
                                        ------               ------
                                      
 CURRENT ASSETS
   Cash and temporary cash investments       3                    3
   Advances to affiliates                  193                  193
   Prepayments and other                   244                  244
                                        ------               ------
                                           440                  440
                                        ------               ------
 Deferred charges and other assets          38                   38
                                        ------    ------     ------
                                        $3,816        $0     $3,816
                                        ======    ======     ======
                                      
 COMMON STOCK EQUITY
   Common stock, $3.50 par value,
     authorized 350,000,000 shares;
     issued and outstanding
     189,901,000 shares                   $665                 $665
   Paid-in capital                         547                  547
   Retained earnings                     1,841                1,841
                                        ------               ------
                                         3,053                3,053
                                        ------               ------
 CURRENT LIABILITIES
   Short-term debt                         739                  739
   Accounts payable and other               11                   11
                                        ------               ------
                                           750                  750
                                        ------               ------
 DEFERRED CREDITS                           13                   13
                                        ------    ------     ------
                                        $3,816        $0     $3,816
                                        ======    ======     ======
                                              

  <PAGE> 12
 CENTRAL AND SOUTH WEST CORPORATION           
                                              
 STATEMENT OF INCOME                          
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED                                    
 (Millions)                                   
                                              
                                              
 INCOME                                       
                                              
   Equity in earnings of subsidiaries         
     Central Power and Light Company                $143
     Public Service Company of Oklahoma               42
     Southwestern Electric Power Company              75
     West Texas Utilities Company                     28
     Transok, Inc.                                    18
     CSW Credit, Inc.                                  8
     CSW Energy, Inc.                                 (4)
     CSW Leasing, Inc.                                 0
     Central and South West Services, Inc.             0
   Other Income                                       24
                                                  ------
                                                    $334
                                                  ------
                                      
 EXPENSES AND TAXES
                                      
    General and administrative expenses               23
    Interest expense                                  31
    Federal income taxes                              (6)
    Other                                              3
                                                  ------
                                                      51
                                                  ------
 NET INCOME                                         $283
                                                  ======
                                      

  <PAGE> 13
 CSW CREDIT, INC.

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)
                                      
                                          Per    Pro Forma    Pro
                                         Books  Adjustments  Forma
                                      
 CURRENT ASSETS                          No pro forma adjustments
                                      
   Cash and temporary cash investments      $0                   $0
   Accounts receivable nonaffiliated       897                  897
   Prepayments and other                     3                    3
                                        ------               ------
                                           900                  900
                                        ------    ------     ------
                                          $900        $0       $900
                                        ======    ======     ======
                                      
                                      
                                      
 CAPITALIZATION AND LIABILITIES
                                      

    Common Stock                            $0                   $0
    Paid-in capital                         64                   64
    Retained earnings                        0                    0
                                        ------               ------
      Total common stock equity             64                   64
                                        ------               ------
                                      
                                      
                                      
                                      
 CURRENT LIABILITIES
    Commercial paper                       808                  808
    Accounts payable                        11                   11
    Accrued taxes                            4                    4
    Other current liabilities               21                   21
                                        ------               ------
                                           844                  844
                                        ------               ------
                                      
 DEFERRED CREDITS
    Income taxes                           (8)                  (8)
                                        ------               ------
                                           (8)                  (8)
                                        ------    ------     ------
                                          $900        $0       $900
                                        ======    ======     ======
                                      
  <PAGE> 14
 CSW CREDIT, INC.
                                      
 STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)
                                      
                                      
                                      
 OPERATING REVENUE                         $56
                                        ------
                                      
 OPERATING EXPENSES AND TAXES
   Customer accounting and collecting        9
   Administrative and general                8
   Deferred federal income taxes            (2)
   Taxes, other than Federal income          1
   Federal income taxes                      4
                                        ------
                                            20
                                        ------
 OPERATING INCOME                           36
                                        ------
                                              
 INCOME BEFORE INTEREST CHARGES             36
                                        ------
 INTEREST CHARGES                             
   Interest on short-term debt and       
     other                                  28
                                        ------
                                            28
                                        ------
                                              
 NET INCOME                                  8
                                              
 PREFERRED STOCK DIVIDENDS                   0
                                        ------
 NET INCOME FOR COMMON STOCK                $8
                                        ======
                                      

  <PAGE> 15
 CSW CREDIT, INC.

 STATEMENT OF RETAINED EARNINGS
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)
                                      
                                      
                                      
                                      
 RETAINED EARNINGS AT September 30, 1993        $0
 Add: Net income (loss) for common stock         8
                                            ------
                                                 8
 Deduct: Common stock dividends                  8
                                            ------
 RETAINED EARNINGS AT September 30, 1994        $0
                                            ======


  <PAGE> 16
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
                                      
 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
 SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)
                                      
      Central          Central   Public
      and South West   Power     Service    West                 Southwestern
      Corporation      and       Company    Texas                Electric 
      and Subsidiary   Light     of         Utilities  Transok   Power
      Companies        Company   Oklahoma   Company    Inc.      Company
                                      

  No pro forma adjustments
                                      
                                      
                                      
                                      

  <PAGE> 17
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
                                      
                                      
     There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to
September 30, 1994, other than in the ordinary course of business.
                                      

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

 CAPITALIZATION RATIOS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994
                                      
                                        Common  
                                         Stock  Preferred  Long-term
                                        Equity    Stock     Debt(*)
                                       -------  ---------  ---------
                                      
 Central and South West
   Corporation and
   Subsidiary Companies
   (Consolidated) Per books              48.7%      5.2%      46.1%
                                      
 Central and South West
   Corporation and
   Subsidiary Companies
   (Consolidated) Pro forma             NO PRO FORMA ADJUSTMENTS
                                      
 Central and South West
   Corporation Per books                100.0%      0.0%       0.0%
                                      
 Central and South West
   Corporation Pro forma                NO PRO FORMA ADJUSTMENTS
                                      
 CSW Credit, Inc.
   Company Per books                    100.0%      0.0%       0.0%
                                      
 CSW Credit, Inc.
   Company Pro forma                    NO PRO FORMA ADJUSTMENTS
                                      

(*) Includes Transok's Medium-Term Notes Payable

  <PAGE> 19
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
                                      
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      
                                      
                                      
                                      
     The notes to consolidated financial statements included in Central
and South West Corporation's 1993 Annual Report on Form 10-K are hereby
incorporated by reference and made a part of this report.
                                      

                                                  Page
                                               Reference
                                                        
 1993 Annual Report on Form 10-K                53 - 72
                                      
                                      


<TABLE> <S> <C>

<ARTICLE> OPUR1
<SUBSIDIARY>
   <NUMBER> 001
   <NAME> CENTRAL AND SOUTH WEST CORP CONSOLIDATED
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                        7,307
<OTHER-PROPERTY-AND-INVEST>                        599
<TOTAL-CURRENT-ASSETS>                           1,393
<TOTAL-DEFERRED-CHARGES>                           516
<OTHER-ASSETS>                                   1,161
<TOTAL-ASSETS>                                  10,976
<COMMON>                                           665
<CAPITAL-SURPLUS-PAID-IN>                          547
<RETAINED-EARNINGS>                              1,841
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   3,053
                               35
                                        292
<LONG-TERM-DEBT-NET>                             2,822
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                           50
<COMMERCIAL-PAPER-OBLIGATIONS>                   1,547
<LONG-TERM-DEBT-CURRENT-PORT>                       11
                            0
<CAPITAL-LEASE-OBLIGATIONS>                         16
<LEASES-CURRENT>                                     4
<OTHER-ITEMS-CAPITAL-AND-LIAB>                   3,146
<TOT-CAPITALIZATION-AND-LIAB>                   10,976
<GROSS-OPERATING-REVENUE>                        3,672
<INCOME-TAX-EXPENSE>                               129
<OTHER-OPERATING-EXPENSES>                       3,057
<TOTAL-OPERATING-EXPENSES>                       3,186
<OPERATING-INCOME-LOSS>                            486
<OTHER-INCOME-NET>                                  95
<INCOME-BEFORE-INTEREST-EXPEN>                     581
<TOTAL-INTEREST-EXPENSE>                           279
<NET-INCOME>                                       302
                         19
<EARNINGS-AVAILABLE-FOR-COMM>                      283
<COMMON-STOCK-DIVIDENDS>                           317
<TOTAL-INTEREST-ON-BONDS>                          217
<CASH-FLOW-OPERATIONS>                             758
<EPS-PRIMARY>                                     1.50
<EPS-DILUTED>                                     1.50
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> OPUR1
<SUBSIDIARY>
   <NUMBER> 002
   <NAME> CENTRAL AND SOUTH WEST CORPORATION
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                            0
<OTHER-PROPERTY-AND-INVEST>                      3,338
<TOTAL-CURRENT-ASSETS>                             440
<TOTAL-DEFERRED-CHARGES>                            38
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                   3,816
<COMMON>                                           665
<CAPITAL-SURPLUS-PAID-IN>                          547
<RETAINED-EARNINGS>                              1,841
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   3,053
                                0
                                          0
<LONG-TERM-DEBT-NET>                                 0
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                     739
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                      24
<TOT-CAPITALIZATION-AND-LIAB>                    3,816
<GROSS-OPERATING-REVENUE>                            0
<INCOME-TAX-EXPENSE>                               (6)
<OTHER-OPERATING-EXPENSES>                           0
<TOTAL-OPERATING-EXPENSES>                          26
<OPERATING-INCOME-LOSS>                           (20)
<OTHER-INCOME-NET>                                 334
<INCOME-BEFORE-INTEREST-EXPEN>                     314
<TOTAL-INTEREST-EXPENSE>                            31
<NET-INCOME>                                       283
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                      283
<COMMON-STOCK-DIVIDENDS>                           317
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                             118
<EPS-PRIMARY>                                     1.50
<EPS-DILUTED>                                     1.50
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> OPUR1
<CIK> 0000788407
<NAME> CSW CREDIT
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                            0
<OTHER-PROPERTY-AND-INVEST>                          0
<TOTAL-CURRENT-ASSETS>                             900
<TOTAL-DEFERRED-CHARGES>                             0
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                     900
<COMMON>                                             0
<CAPITAL-SURPLUS-PAID-IN>                           64
<RETAINED-EARNINGS>                                  0
<TOTAL-COMMON-STOCKHOLDERS-EQ>                      64
                                0
                                          0
<LONG-TERM-DEBT-NET>                                 0
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                     808
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                      28
<TOT-CAPITALIZATION-AND-LIAB>                      900
<GROSS-OPERATING-REVENUE>                           56
<INCOME-TAX-EXPENSE>                                 4
<OTHER-OPERATING-EXPENSES>                          16
<TOTAL-OPERATING-EXPENSES>                          20
<OPERATING-INCOME-LOSS>                             36
<OTHER-INCOME-NET>                                   0
<INCOME-BEFORE-INTEREST-EXPEN>                      36
<TOTAL-INTEREST-EXPENSE>                            28
<NET-INCOME>                                         8
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                        8
<COMMON-STOCK-DIVIDENDS>                             8
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                              30
<EPS-PRIMARY>                                      .04
<EPS-DILUTED>                                      .04
        



</TABLE>


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