CSW ENERGY INC
35-CERT, 1998-08-31
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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.                               April 1, 1998 to
CSW Energy, Inc.                                      June 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. Refer to Exhibit E.

(4)   The amount of compensation received for each QF or Exempt Project. Refer
      to Exhibit E

(5)   Information on intercompany service transactions with CSW Energy, CSW
      International and their respective subsidiaries including

      a.)    The name of each associate company providing services
      b.)    A listing of services provided
      c.)    The total dollar amount of services provided, broken down by
             associate company
             Please refer to Exhibit E.


<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 27th day of August 1998.



                                          CSW International, Inc.
                                          CSW Energy, Inc.



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




                                                                       Exhibit A
                                CSW Energy, Inc.
                           Consolidated Balance Sheet
                                  June 30, 1998
                                   (Unaudited)
                                    ($000's)


                  Assets                                              

Current Assets
   Cash and cash equivalents                                $ 26,404
   Accounts receivable                                        17,222
   Prepaid expenses                                              370
                                                          -----------
           Total current assets                               43,996
                                                          -----------

Investments In and Advances to Energy Projects               112,785

Notes Receivable - Affiliate                                   5,912

Notes Receivable                                              63,421
                                                           
Other Assets                                               
   Construction in progress and project development costs     28,159
  Property, Plant, and Equipment, net                        195,973
   Other - net                                                 8,574
                                                          -----------
          Total other assets                                 232,706
                                                          -----------
                Total assets                               $ 458,820
                                                          ===========


   Liabilities and Shareholder's Equity

Current Liabilities
   Accounts payable                                         $ 20,607
   Accrued liabilities and other                               7,852
                                                          -----------
           Total current liabilities                          28,459
                                                          -----------
 
Long Term Debt                                               199,866
                                                           
Deferred Income Taxes                                         48,177
                                                           
Other                                                         53,518
                                                          -----------
           Total liabilities                                 330,020
                                                          -----------
                                                           
                                                          -----------
Minority Interest                                           $ 16,536
                                                          -----------

Shareholder's Equity                                       
   Common stock                                                    1
   Additional paid-in-capital                                108,139
   Accumulated retained earnings                               4,124
                                                          -----------
          Total shareholder's equity                         112,264
                                                          -----------
             Total liabilities, shareholder's equity      
              and minority interest                        $ 458,820
                                                          ===========




                                                                       Exhibit B
                             CSW International, Inc.
                           Consolidated Balance Sheet
                                 June 30, 1998
                                   (Unaudited)

ASSETS
Fixed Assets
      Electric distribution plant                      $ 1,504,512
      General plant                                        280,354
                                                   ----------------
            Total Electric Plant                         1,784,866
      Less - Accumulated depreciation                      646,382
                                                   ----------------
            Total Fixed Assets                           1,138,484

Current Assets
      Cash and cash equivalents                            153,647
      Short-term investments                                33,576
      Accounts receivable                                  151,697
      Advances to affiliates                                15,502
      Inventories                                           23,932
      Other current assets                                  12,160
                                                   ----------------
            Total Current Assets                           390,514
 
Other Assets
      Goodwill                                           1,428,348
      Prepaid benefit costs                                 60,045
      Equity investments and other                         204,242
                                                   ----------------
            Total Other Assets                           1,692,635
                                                   ----------------
            Total Assets                               $ 3,221,633
                                                   ================

CAPITALIZATION AND LIABILITIES
Capitalization
      Common stock                                     $         1
      Paid-in capital                                      829,000
      Retained earnings                                     93,527
      Foreign currency translation and other                20,794
                                                   ----------------
                                                           943,322

      Long-term debt                                     1,118,473

Current Liabilities
      Accounts payable                                     222,744
      Advances from affiliates                             306,464
      Accrued interest payable                              44,605
      Loan notes                                            42,992
      Accrued taxes payable                                140,880
      Customer prepayments                                  14,834
      Other                                                 17,036
                                                   ----------------
                                                           789,555
Deferred Credits
      Deferred tax liability                               271,976
      Other                                                 98,307
                                                   ----------------
            Total Deferred Credits                         370,283

                                                   ----------------
            Total Capitalization and Liabilities       $ 3,221,633
                                                   ================


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



OPERATING REVENUE
   Equity in income from energy projects                       $ 14,510
   Elecricity and Thermal Revenues                               51,571
   Operation and maintenance services                             5,101
   Other                                                          3,442
                                                               ---------
         Total operating Revenue                                 74,625

OPERATING EXPENSES
   Salaries, wages, and benefits                                  5,611
   Fuel expense                                                  32,695
   Loss on construction contract                                      -
   Operation and maintenance services                            14,271
   General and administrative                                     6,301
   Nonrecoverable project development costs                           -
                                                               ---------
         Total operating expenses                                58,878

Income from Operations                                           15,747  

OTHER INCOME (EXPENSE)
   Interest income                                               16,873
   Interest expense                                             (21,435)
   Other, net                                                        64
                                                               ---------
         Total other income (expense)                            (4,498)

INCOME (LOSS) BEFORE INCOME TAXES                                11,249
                                                               ---------

PROVISION (BENEFIT) FOR INCOME TAXES                              4,515
                                                               ---------
                                                             

         Net income (loss)                                    $   6,734
                                                              ==========


                                                                       Exhibit D
                             CSW International, Inc.
                        Consolidated Statement of Income
                    For the Twelve Months Ended June 30, 1998
                                   (Unaudited)

                                            (thousands)
                                            ------------

Operating Revenues
    Electric revenues                       $ 1,662,779
    Other diversified                           228,622
                                            ------------
                                              1,891,401
                                            ------------

Operating Expenses
    Cost of electric sales                    1,137,369
    General and administrative                  247,926
    Depreciation and amortization                92,956
    Other diversified                           157,822
                                            ------------
                                              1,636,073
                                            ------------
Operating Income                                255,328
                                            ------------

Other Income and (Deductions)
    Investment income                            12,052
    Interest income                              12,896
    Interest expense                           (133,751)
                                               (108,803)
                                            ------------
Income Before Income Taxes                      146,526
                                            ------------

Provision for Income Taxes                       22,798
                                            ------------

Net Income before Extraordinary Item            123,728

Extraordinary Item
    Loss from United Kingdom windfall          
     profits tax                               (176,043)
                                            ------------

Net Income                                    $ (52,315)
                                            ============




CSW Energy, Inc.  and CSW International, Inc.                          Exhibit E
Energy-Related Services Provided to Associate Companies at Market Prices
File 70-9091
For the Quarter Ended June 30, 1998

Item 3  Name, Owner, Location of Associate          Item 4 Compensation Received
        Companies -  QF's or Exempt Projects - 
        Served by CSW Energy, Inc. or
        CSW International or one of its subsidiaries


        Associate Company
            Name                Owner          Location            ($ thousands)
        ---------------------------------------------------        -------------
        None                                                           None



Item 5  Intercompany transactions between CSW Energy Inc., CSW Interantional, 
        Inc., one of its subsidiaries, or associate companies Services provided
        at Market Rates as Specified in the Order (Release No. 35-26887; 
        File No. 70-9091)

        Service Provided by:
        Company / Associate        Services Provided               ($ thousands)
        ---------------------------------------------------        -------------
        None                                                           None


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