CSW ENERGY INC
35-CERT, 1996-11-25
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                            UNITED STATES OF AMERICA
                                   before the
                       SECURITIES AND EXCHANGE COMMISSION


PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


- ----------------------------------------------
In the matter of

CSW Energy, Inc.                                            REPORT FOR PERIOD
Dallas, Texas  75266-0789                                   July 1, 1996 to
                                                            September 30, 1996
File No.  070-07758                                         PURSUANT TO RULE 24


        This report is filed under Rule 24 of the Public Utility Holding Company
Act of 1935 by CSW Energy, Inc. ("CSW Energy"), a wholly owned subsidiary of
Central and South West Corporation ("CSW"). Under HCAR 35-26417, CSW Energy is
authorized to participate in cogeneration projects and to provide consulting
services with respect to IPPs. Attached is the information required pursuant to
HCAR 35-26417.

(1)     A balance sheet as of the relevant report date. See Exhibit A.

(2)     Income statements for the twelve months ended. See Exhibit B.

(3)     Name, owner, and location of each IPP served by CSW Energy during the
        quarter.  None.

(4)     The amount of compensation received for each IPP project. None.

(5)     Information on intercompany transactions with CSW Energy related to CSW
        Energy's consulting services, including (a) the name of each associate
        company providing services, (b) a listing of services provided and (c)
        the total dollar amount of services provided, broken down by associate 
        company. See Exhibit C.


<PAGE>


                                S I G N A T U R E


        As requested by order of this Commission pursuant to the Public Utility
Holding Company Act of 1935, CSW Energy, Inc. has duly caused this report to be
signed on its behalf on this 18th day of November 1996.



                                                     CSW Energy, Inc.


                                                     EDDIE PEEBLES
                                                     Eddie Peebles
                                                     Controller



                                CSW Energy, Inc.
                                  Balance Sheet
                               September 30, 1996
                                   (Unaudited)
                                    ($000's)


ASSETS

Current Assets
            Accounts Receivable                                   $      2,070
            Other Current Assets                                         8,498
                                                                    -----------
                                                                        10,568
                                                                    -----------

Other Assets
            Equity Investments                                         189,536
            Notes Receivable                                             1,605
            Deferred Charges and Other                                  34,918
                                                                    -----------
                                                                       226,059

                                                                    -----------
TOTAL                                                             $    236,627
                                                                    ===========


LIABILITIES AND EQUITY

Current Liabilities
            Accounts Payable and Other                            $     47,539
            Borrowings from CSW Corp.                                   83,578
                                                                    -----------
                                                                       131,117
                                                                    -----------
Deferred Credits
            Other Liabilities                                            5,237
            Accumulated Deferred Income Taxes                           36,625
                                                                    -----------
                                                                        41,862
                                                                    -----------

Stockholder's Equity
            Common Stock                                                     1
            Paid in Capital                                             70,728
            Retained Earnings                                           (7,081)
                                                                    -----------
                                                                        63,648

                                                                    -----------
TOTAL                                                             $    236,627
                                                                    ===========


                                CSW Energy, Inc.
                              Statements of Income
             For the Twelve Months Ended September 30, 1996 and 1995
                                   (Unaudited)
                                    ($000's)


Income:                                                9/30/96    9/30/95
                                                      --------    -------

            Income from Equity Investments             $15,538    $16,767
            Interest Income                              1,588     19,149
            Misc. Income                                 3,865     13,400
                                                      --------    -------
                                                        20,991     49,316


Expenses:
            Depreciation and Amortization                3,218      1,638
            Outside Services                             4,397      3,842
            Interest Expense                             8,553     11,455
            General and Administrative Expense, net     20,341     18,913
                                                      --------    -------
                                                        36,509     35,848

Net Loss Before Tax                                    (15,518)    13,468

(Credit)/Expense  for Income Taxes                      (6,032)     5,418
                                                      --------    -------

Net Income/(Loss)                                      $(9,486)    $8,050
                                                      ========    =======

                                CSW Energy, Inc.
                        Intercompany Service Transactions
                  For the Nine Months Ended September 30, 1996
                                   (Unaudited)



   Name                                  Type of Service                Amount
- ------------                          -----------------------         ---------
Central and South West Services, Inc. Salaries, overheads, and travel $2,128,398
(Wholly owned subsidiary of           in support of CSW Energy, Inc.
Central and South West Corporation)   projects.


Transok, Inc.                         Salaries, overheads, and travel    $41,486
(Wholly owned subsidiary of           in support of CSW Energy, Inc.
Central and South West Corporation)   projects.

West Texas Utilities, Inc.            Salaries, overheads, and travel    $64,486
(Wholly owned subsidiary of           in support of CSW Energy, Inc.
Central and South West Corporation)   projects.

Central and South West Corporation    Interest on cash advances       $3,196,534
(Parent)                              provided to CSW Energy, Inc.


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