CSW ENERGY INC
35-CERT, 1997-02-28
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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                                   October 1, 1996 to
                                                            December 31, 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.


                                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 28th day of February 1997.



                                                     CSW Energy, Inc.


                                                     /s/ EDDIE PEEBLES
                                                         Eddie Peebles
                                                          Controller



                                                                   EXHIBIT A
                                CSW Energy, Inc.
                                  Balance Sheet
                                December 31, 1996
                                   (Unaudited)
                                    ($000's)


ASSETS

Current Assets
            Accounts Receivable                                  $      3,556
            Other Current Assets                                        3,657
                                                                   -----------
                                                                        7,213
                                                                   -----------

Other Assets
            Equity Investments                                        183,417
            Notes Receivable                                          104,734
            Deferred Charges and Other                                 67,450
                                                                   -----------
                                                                      355,601

                                                                   -----------
TOTAL                                                            $    362,814
                                                                   ===========


LIABILITIES AND EQUITY

Current Liabilities
            Accounts Payable and Other                           $     57,697
            Borrowings from CSW Corp.                                   3,813
                                                                   -----------
                                                                       61,510
                                                                   -----------
Deferred Credits
            Bonds Payable                                             200,000
            Other Liabilities                                           2,338
            Accumulated Deferred Income Taxes                          34,691
                                                                   -----------
                                                                      237,029
                                                                   -----------

Stockholder's Equity
            Common Stock                                                    1
            Paid in Capital                                            70,728
            Retained Earnings                                          (6,454)
                                                                   -----------
                                                                       64,275

                                                                   -----------
TOTAL                                                            $    362,814
                                                                   ===========



                                                                    EXHIBIT B
                                CSW Energy, Inc.
                              Statements of Income
                 For the Years Ended December 31, 1996 and 1995
                                   (Unaudited)
                                    ($000's)


Income:                                              12/31/96        12/31/95
                                                    -----------    -----------

            Income from Equity Investments         $     15,795   $     14,161
            Interest Income                               1,232         15,357
            Misc. Income                                  1,923          7,320
                                                    -----------    -----------
                                                         18,950         36,838


Expenses:
            Depreciation and Amortization                 4,277          1,409
            Outside Services                              6,581          3,997
            Interest Expense                              9,847          9,811
            General and Administrative Expense, net      15,945          7,780
                                                    -----------    -----------
                                                         36,650         22,997

Net Loss Before Tax                                     (17,700)        13,841

(Credit)/Expense  for Income Taxes                       (6,926)         5,727
                                                    -----------    -----------

Net Income/(Loss)                                  $    (10,774)  $      8,114
                                                    ===========    ===========




                                                                   EXHIBIT C
                                CSW Energy, Inc.
                        Intercompany Service Transactions
                      For the Year Ended December 31, 1996
                                   (Unaudited)



   Name                                  Type of Service                Amount
- ------------                          -----------------------         ----------
Central and South West Services, Inc. Salaries, overheads, and travel $2,991,497
(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 Power and Light Company       Salaries, overheads, and travel   $201,335
(Wholly owned subsidiary of           in support of CSW Energy, Inc.
Central and South West Corporation)   projects.

Southwestern Electric Power Company   Salaries, overheads, and travel    $27,338
(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       $3,038,257
(Parent)                              provided to CSW Energy, Inc.



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