CSW ENERGY INC
35-CERT, 1997-08-18
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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                                   April 1, 1997 to
                                                            June 30, 1997
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 8th day of August 1997.



                                                     CSW Energy, Inc.


                                                     /s/  SANDRA S. BENNETT
                                                          Sandra S. Bennett
                                                          Controller


                                                                       EXHIBIT A
                                CSW Energy, Inc.
                                  Balance Sheet
                                  June 30, 1997
                                   (Unaudited)
                                    ($000's)


                         ASSETS

Current Assets
   Cash and cash equivalents                                               $10
   Accounts receivable                                                     454
   Prepaid expenses                                                         59
                                                                     ---------
            Total current assets                                           523

Investments In and Advances to Energy Projects                         115,641

Notes Receivable - Affiliate                                            80,026

Other Assets
   Construction in progress and project development costs              157,075
   Other - net                                                           7,913
                                                                     ---------
            Total other assets                                         164,988

                                                                     ---------
               Total assets                                           $361,178
                                                                     =========


          LIABILITIES AND SHAREHOLDER'S EQUITY

Current Liabilities
   Accounts payable                                                    $12,166
   Accrued liabilities and other                                         4,836
                                                                     ---------
            Total current liabilities                                   17,002

Long Term Debt                                                         199,824

Deferred Income Taxes                                                   37,102

Other                                                                    1,721
                                                                     ---------
            Total liabilities                                          255,649


Shareholder's Equity
   Common stock                                                              1
   Additional paid-in-capital                                          108,139
   Accumulated retained earnings                                        (2,611)
                                                                     ---------
            Total shareholder's equity                                 105,529

                                                                     ---------
               Total liabilities and shareholder's equity             $361,178
                                                                     =========

                                                                      EXHIBIT B
                                CSW Energy, Inc.
                              Statements of Income
               For the Twelve Months Ended June 30, 1997 and 1996
                                   (Unaudited)
                                    ($000's)

                                                     June 30,        June 30,
                                                       1997            1996
                                                     --------        --------
OPERATING REVENUE:
       Equity in income from energy projects          $18,698         $16,905
       Operation and maintenance services               4,016           3,960
       Other                                              450            --
                                                     --------        --------
                  Total operating revenue              23,164          20,865


OPERATING EXPENSES:
       Salaries, wages, and benefits                    5,198           4,871
       Loss on construction contract                        7             199
       Operation and maintenance services               2,879           2,509
       General and administrative                       2,867           5,125
       Nonrecoverable project development costs          --             6,187
                                                     --------        --------
                  Total operating expenses             10,951          18,891
                                                     --------        --------

INCOME FROM OPERATIONS                                 12,213           1,974

OTHER INCOME (EXPENSE)
       Interest income                                  4,844           6,947
       Interest expense                                (8,730)        (10,196)
       Other, net                                         872         (13,242)
                                                     --------        --------
                  Total other income (expense)         (3,014)        (16,491)
                                                     --------        --------

INCOME (LOSS) BEFORE INCOME TAXES                       9,199         (14,517)

PROVISION (BENEFIT) FOR INCOME TAXES                    3,575          (5,635)
                                                     --------        --------

                  Net income (loss)                    $5,624         $(8,882)
                                                     ========        ========

                                                                       EXHIBIT C
                                CSW Energy, Inc.
                        Intercompany Service Transactions
                     For the Six Months Ended June 30, 1997
                                   (Unaudited)



              Name                      Type of Service                 Amount
- -------------------------------   -------------------------------     ----------

Central and South West            Salaries, overheads, and travel    $1,510,089
Services, Inc. (Wholly owned      in support of CSW Energy, Inc.
subsidiary of Central and South   projects.
West Corporation)

Central Power and Light Company   Salaries, overheads, and travel        29,067
(Wholly owned subsidiary of in    CSW Energy, Inc.
support of Central and South      projects.
West Corporation)

Central and South West            Net Interest on cash advances         616,599
Corporation (Parent)              provided to CSW Energy, Inc.



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