CSW ENERGY INC
35-CERT, 1998-11-25
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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

Central and South West Corporation                           REPORT FOR PERIOD
CSW International, Inc.                                      July 1, 1998 to
CSW Energy, Inc.                                             September 30, 1998
Dallas, Texas  75266                                         PURSUANT TO RULE 24

File No.  070-9091

         This  report  is filed  under  Rule 24 of the  Public  Utility  Holding
Company  Act of  1935  by  Central  and  South  West  Corporation  ("CSW"),  CSW
International,  Inc. ("CSW  International"),  and CSW Energy, Inc. (CSW Energy.)
The latter two companies are wholly owned subsidiaries of CSW.

Under HCAR  35-26887,  CSW and its  above-named  subsidiaries  are authorized to
enter into agreements to provide  energy-related  services to certain  associate
companies at fair market prices.

Attached is the information required pursuant to HCAR 35-26887.

(1)      Consolidated Balance Sheets for CSW Energy and CSW International as of
         the relevant quarter end. Refer to exhibits A and B respectively.

(2)      Consolidated Statements of Income for CSW Energy and CSW International
         for the Twelve  Months  preceding the relevant  quarter end.  Refer to
         Exhibits C and D respectively.

(3)      Name, owner, and location of each Exempt Project and QF served by CSW
         Energy and CSW International or subsidiaries thereof.     None.

(4)      The amount of compensation received for each QF or Exempt Project.
         None.

(5)      Information on intercompany  service transactions with CSW Energy, CSW
         International and their respective subsidiaries. None.



<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  International,  Inc.  and CSW  Energy,  Inc have duly
caused this report to be signed on its behalf on this 12th day of November 1998.



                                                 CSW International, Inc.
                                                 CSW Energy, Inc.



                                                 /s/ Sandra S. Bennett
                                                     Sandra S. Bennett
                                                     Controller




                                CSW Energy, Inc.
                                  Balance Sheet
                               September 30, 1998
                                   (Unaudited)
                                    ($000's)
Assets

Current Assets
   Cash and cash equivalents                               $ 25,175
   Accounts receivable                                        9,048
   Prepaid expenses                                             252
                                                           --------
              Total current assets                           34,475


Investments In and Advances to Energy Projects              113,062

Notes Receivable - Affiliate                                140,753

Notes Receivable                                             66,315

Other Assets
   Construction in progress and project development costs    53,769
  Property, Plant, and Equipment, net                       196,129
   Other - net                                                7,056
                                                           --------
              Total other assets                            256,954

                 Total assets                              $611,559
                                                           ========


Liabilities and Shareholder's Equity

Current Liabilities
   Accounts payable                                        $ 17,253
   Accrued liabilities and other                             13,025
                                                           --------
              Total current liabilities                      30,278

Long Term Debt                                              348,876

Deferred Income Taxes                                        46,936

Other                                                        56,567
                                                           --------
              Total liabilities                             482,657


Minority Interest                                            16,667

Shareholder's Equity
   Common stock                                                   1
   Additional paid-in-capital                               108,139
   Accumulated retained earnings                              4,095
                                                           --------
              Total shareholder's equity                    112,235

                 Total liabilities, shareholder's equity
                       and minority interest               $611,559
                                                           ========



                             CSW International, Inc.
                           Consolidated Balance Sheet                  Exhibit B
                               September 30, 1998
                                   (Unaudited)
                                    ($000's)

ASSETS
Fixed Assets
        Electric distribution plant                  $ 1,483,835
        General plant                                    276,160
                                                     -----------
              Total Electric Plant                     1,759,995
        Less - Accumulated depreciation                 (665,908)
                                                     -----------
              Total Fixed Assets                       1,094,087

Current Assets
        Cash and cash equivalents                        139,401
        Short-term investments                            31,997
        Accounts receivable                              331,782
        Advances to affiliates                               304
        Inventories                                       43,221
        Other current assets                              15,830
                                                     -----------
              Total Current Assets                       562,535

Other Assets
        Goodwill                                       1,444,837
        Prepaid benefit costs                             61,153
        Equity investments and other                     172,461
                                                     -----------
              Total Other Assets                       1,678,451

              Total Assets                           $ 3,335,073
                                                     ===========

CAPITALIZATION AND LIABILITIES
Capitalization
        Common stock                                 $         1
        Paid-in capital                                  829,000
        Retained earnings                                123,380
        Minority Interest                                    155
        Foreign currency translation and other            21,281
                                                     -----------
                                                         973,817

        Long-term debt                                 1,176,019

Current Liabilities
        Accounts payable                                 247,958
        Advances from affiliates                         300,025
        Accrued interest payable                          43,930
        Loan notes                                        43,786
        Accrued taxes payable                            142,616
        Customer prepayments                              30,432
        Other                                             13,439
                                                     -----------
                                                         822,186
Deferred Credits
        Deferred tax liability                           267,095
        Other                                             95,956
                                                     -----------
              Total Deferred Credits                     363,051

                                                     
              Total Capitalization and Liabilities   $ 3,335,073
                                                     ===========




                                CSW Energy, Inc.
                        Consolidated Statement of Income
                 For the Twelve Months ended September 30, 1998        Exhibit C
                                   (Unaudited)
                                    ($000's)


OPERATING REVENUE
   Equity in income from energy projects              $  14,038
   Elecricity and Thermal Revenues                       80,741
   Operation and maintenance services                     5,623
   Other                                                  4,375
                                                      ---------
         Total operating Revenue                        104,777

OPERATING EXPENSES
   Salaries, wages, and benefits                          6,669
   Fuel expense                                          51,099
   Operation and maintenance services                    20,255
   General and administrative                            12,046
                                                      ---------
         Total operating expenses                        90,069
                                                      ---------

Income from Operations                                   14,708

OTHER INCOME (EXPENSE)
   Interest income                                       32,225
   Interest expense                                     (39,368)
   Other, net                                               201
                                                      ---------
         Total other income (expense)                    (6,942)
                                                      ---------

INCOME BEFORE INCOME TAXES                                7,766

PROVISION FOR INCOME TAXES                                3,015
                                                      ---------

         Net income (loss)                            $   4,751
                                                      =========


                            CSW International, Inc.
                        Consolidated Statement of Income
                 For the Twelve Months Ended September 30, 1998         Exhbit D
                                  (Unaudited)
                                    ($000's)



Operating Revenues
  Electric revenues                                                 $ 1,635,117
  Other diversified                                                     206,716
                                                                ----------------
                                                                      1,841,833
                                                                ----------------

Operating Expenses
  Cost of electric sales                                              1,104,212
  General and administrative                                            240,581
  Depreciation and amortization                                          91,682
  Other diversified                                                     139,441
                                                                ----------------
                                                                      1,575,916

Operating Income                                                        265,917
                                                                ----------------

Other Income and (Deductions)
  Investment income                                                      10,745
  Interest income                                                        15,222
  Interest expense                                                     (136,256)
                                                                ----------------
                                                                       (110,289)
                                                                ----------------

Income Before Income Taxes                                              155,628

Provision for Income Taxes                                               26,249
                                                                ----------------
Net Income                                                            $ 129,379
                                                                ================



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