CSW ENERGY INC
35-CERT, 1999-08-26
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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
CSW, International Inc.                                         April 1, 1999 to
Dallas, Texas  75202                                               June 30, 1999


File No.  070-9091                                           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"),  and CSW  International,  Inc. ("CSW
International").  The two companies are wholly owned subsidiaries of Central and
South West Corporation.

Under HCAR 35-26887,  CSW Energy and CSW  International  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 fo  CSW Energy and CSW  International
      for the twelve  months  ended  as of the relevant  quarter  end.  Refer to
      Exhibits C and D, respectively.

(3)   Name, owner,  and location of each qualifying facility,  independent power
      facility  and  foreign  utility  company  served  by CSW  Energy  and  CSW
      International  or  subsidiaries  thereof as  specified  in HCAR  35-26887.
      None.

(4)   The  amount  of  compensation  received  from  each  qualifying  facility,
      independent power facility and foreign utility company. None.

(5)   Information on  intercompany  service  transactions  as specified  in HCAR
      35-26887  between  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 Energy and CSW  International  have duly  caused this
report to be signed on their behalf on this 25th day of August, 1999.

                                                CSW Energy, Inc.
                                                CSW International, Inc.


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


                                                                       Exhibit A
                                CSW Energy, Inc.
                                 Balance Sheet
                                 June 30, 1999
                                  (Unaudited)
                                    ($000's)


Assets

Current Assets
   Cash and cash equivalents                                $25,491
   Accounts receivable                                       17,671
   Prepaid expenses                                           1,738
                                                            --------

         Total current assets                                44,900


Investments In and Advances to Energy Projects              113,530

Notes Receivable - Affiliate                                 34,263

Notes Receivable                                             66,647

Other Assets
   Construction in progress and project development costs   148,762
   Property, Plant, and Equipment, net                      184,283
   Other                                                     15,875
                                                            --------

         Total other assets                                 348,920
                                                           --------

            Total assets                                    $608,260
                                                            ========


Liabilities and Shareholder's Equity

Current Liabilities
   Accounts payable                                         $10,732
   Accrued liabilities and other                             10,684
                                                            --------

         Total current liabilities                           21,416

Long Term Debt                                              348,907

Deferred Income Taxes                                        36,105

Other                                                        72,097
                                                            --------

         Total liabilities                                  478,525


Minority Interest                                            12,979

Shareholder's Equity
   Common stock                                                   1
   Additional paid-in-capital                               108,139
   Accumulated retained earnings                              8,616
                                                            --------

         Total shareholder's equity                         116,756
                                                            --------

            Total liabilities and shareholder's equity      $608,260
                                                            ========


                                                                       Exhibit B
                            CSW International, Inc.
                           Consolidated Balance Sheet
                                 June 30, 1999
                                  (Unaudited)
                                    ($000's)

ASSETS
Fixed Assets
      Electric distribution plant                       $ 1,445,282
      General plant                                         281,698
                                                        ------------
            Total Electric Plant                          1,726,980
      Less - Accumulated depreciation                      (642,698)
                                                        ------------
            Total Fixed Assets                            1,084,282

Current Assets
      Cash and cash equivalents                              72,456
      Short-term investments                                 31,391
      Accounts receivable                                   275,593
      Advances to affiliates                                    185
      Inventories                                            78,990
      Other current assets                                    6,527
                                                        ------------
            Total Current Assets                            465,142

Other Assets
      Goodwill                                            1,314,904
      Prepaid benefit costs                                  56,801
      Equity investments and other                          207,108
                                                        ------------
            Total Other Assets                            1,578,813

            Total Assets                                $ 3,128,237
                                                        ============

CAPITALIZATION AND LIABILITIES
Capitalization
      Common stock                                              $ 1
      Paid-in capital                                       829,000
      Retained earnings                                     201,794
      Minority interests                                        920
      Foreign currency translation and other                (54,577)
                                                        ------------
                                                            977,138

      Long-term debt                                      1,118,430

Current Liabilities
      Accounts payable                                      199,188
      Advances from affiliates                              198,469
      Accrued interest payable                               40,484
      Loan notes                                             28,516
      Accrued taxes payable                                  95,694
      Customer prepayments                                   34,303
      Other                                                  31,995
                                                        ------------
                                                            628,649
Deferred Credits
      Deferred tax liability                                277,640
      Other                                                 126,380
                                                        ------------
            Total Deferred Credits                          404,020

                                                        ============
            Total Capitalization and Liabilities        $ 3,128,237
                                                        ============

                                                                       Exhibit C
                                CSW Energy, Inc.
                              Statements of Income
                    For the Twelve Months Ended June 30, 1999
                                   (Unaudited)
                                    ($000's)



OPERATING REVENUE:
          Electric revenues                                 $77,732
          Thermal revenues                                   41,806
          Equity in Income from energy projects              12,664
          Operating and mantenance contract services          7,454
          Construction contract revenue                      16,721
          Other                                                 627
                                                           ---------
                  Total operating revenue                   157,004


OPERATING EXPENSES:
          Fuel                                               68,417
          Operating, maintnance and supplies                 18,591
          Depreciation and amortization                       9,557
          Salaries, wages and benefits                       10,129
          Construction contract expenses                     12,344
          General and administrative                          7,631
          Operating and maintenance contract services         4,761
                                                           ---------
                  Total operating expenses                  131,430

INCOME FROM OPERATIONS                                       25,574

OTHER INCOME (EXPENSE)
          Interest income                                    26,554
          Interest expense                                  (35,822)
          Other, net                                           (315)
                                                           ---------
                  Total other (expense)                      (9,583)

INCOME  BEFORE INCOME TAXES                                  15,991

PROVISION  FOR INCOME TAXES                                   6,295
                                                           ---------

           Net income before change in accounting principle   9,696

EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE                      5,203
                                                           ---------

           Net income                                       $ 4,493
                                                           =========


                                                                       Exhibit D
                             CSW International, Inc.
                        Consolidated Statement of Income
                    For the Twelve Months Ended June 30, 1999
                                   (Unaudited)
                                    ($000's)


Operating Revenues
    Electric revenues                       $ 1,510,653
    Other diversified                           165,941
                                            ------------

                                              1,676,594

Operating Expenses
    Cost of electric sales                      994,016
    General and administrative                  288,735
    Depreciation and amortization               103,285
    Other diversified                            91,996
                                            ------------

                                              1,478,032
                                            ------------

Operating Income                                198,562

Other Income and (Deductions)
    Investment income                            16,775
    Interest income                              25,881
    Interest expense                           (127,186)
                                            ------------

                                                (84,530)
                                            ------------

Income Before Income Taxes                      114,032

Provision for Income Taxes                        5,690
                                            ------------

Net Income                                    $ 108,342
                                            ============


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