CSW ENERGY INC
35-CERT, 1999-02-26
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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

Central and South West Corporation                           REPORT FOR PERIOD
CSW International, Inc.                                      October 1, 1998 to
CSW Energy, Inc.                                             December 31, 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 25th day of February 1999.



                                          CSW International, Inc.
                                          CSW Energy, Inc.



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


                                                                       Exhibit A
                                CSW Energy, Inc.
                                  Balance Sheet
                                December 31, 1998
                                   (Unaudited)
                                    ($000's)


Assets

Current Assets
   Cash and cash equivalents                               $29,308
   Accounts receivable                                      13,721
   Prepaid expenses                                            893
                                                          ---------
          Total current assets                              43,922

                                                           
Investments In and Advances to Energy Projects             113,619

Notes Receivable - Affiliate                               102,696

Notes Receivable                                            68,506

Other Assets
   Construction in progress and project development costs   84,019
   Property, Plant, and Equipment, net                     195,996
   Other                                                    10,757
                                                          ---------
          Total other assets                               290,772

             Total assets                                 $619,515
                                                          =========


Liabilities and Shareholder's Equity

Current Liabilities                         
   Accounts payable                                        $26,418
   Accrued liabilities and other                            12,472
                                                          ---------
          Total current liabilities                         38,890
 
Long Term Debt                                             348,887

Deferred Income Taxes                                       37,408

Other                                                       66,175
                                                          ---------
          Total liabilities                                491,360
           

Minority Interest                                           16,648

Shareholder's Equity                        
   Common stock                                                  1
   Additional paid-in-capital                              108,139
   Accumulated retained earnings                             3,367
                                                          ---------
          Total shareholder's equity                       111,507

             Total liabilities, shareholder's equity
                and minority interest                     $619,515
                                                          =========


                                                                       Exhibit B
                             CSW International, Inc.
                           Consolidated Balance Sheet
                               December 31, 1998
                                   (Unaudited)
                                    ($000's)

ASSETS
Fixed Assets
      Electric distribution plant                    $ 1,478,707
      General plant                                      284,456
                                                   --------------
            Total Electric Plant                       1,763,163
      Less - Accumulated depreciation                   (656,232)
                                                   --------------
            Total Fixed Assets                         1,106,931

Current Assets
      Cash and cash equivalents                           77,103
      Short-term investments                              26,984
      Accounts receivable                                356,367
      Advances to affiliates                                 398
      Inventories                                         57,803
      Other current assets                               (34,361)
                                                   --------------
            Total Current Assets                         484,294
 
Other Assets
      Goodwill                                         1,402,416
      Prepaid benefit costs                               59,760
      Equity investments and other                       102,885
                                                   --------------
            Total Other Assets                         1,565,061

            Total Assets                             $ 3,156,286
                                                   ==============

CAPITALIZATION AND LIABILITIES
Capitalization
      Common stock                                   $         1
      Paid-in capital                                    829,000
      Retained earnings                                   59,131
      Minority Interest                                      566
      Foreign currency translation and other              13,995
                                                   --------------
                                                         902,693

      Long-term debt                                   1,132,540

Current Liabilities
      Accounts payable                                   322,917
      Advances from affiliates                           248,603
      Accrued interest payable                            28,785
      Loan notes                                          31,959
      Accrued taxes payable                               50,666
      Customer prepayments                                34,170
      Other                                               23,711
                                                   --------------
                                                         740,811
Deferred Credits
      Deferred tax liability                             282,867
      Other                                               97,375
                                                   --------------
            Total Deferred Credits                       380,242

                                                   --------------
            Total Capitalization and Liabilities     $ 3,156,286
                                                   ==============



                                                                       Exhibit C
                                CSW Energy, Inc.
                        Consolidated Statement of Income
                 For the Twelve Months ended December 31, 1998
                                  (Unaudited)
                                    ($000's)


OPERATING REVENUE
   Equity in income from energy projects                      $14,344
   Elecricity and Thermal Revenues                            109,036
   Operation and maintenance services                           6,635
   Other                                                       11,580
                                                             _________
         Total operating Revenue                              141,595

OPERATING EXPENSES
   Salaries, wages, and benefits                                9,249
   Fuel expense                                                68,107
   Operation and maintenance services                          31,165
   General and administrative                                  20,350
                                                             _________
         Total operating expenses                             128,871
                                                             _________

Income from Operations                                         12,724

OTHER INCOME (EXPENSE)                                       
   Interest income                                             41,877
   Interest expense                                           (49,754)
   Other, net                                                   2,994
                                                             __________
         Total other income (expense)                          (4,883)
                                                             __________
INCOME BEFORE INCOME TAXES                                      7,841

PROVISION FOR INCOME TAXES                                      5,182
                                                             ==========
         Net income (loss)                                    $ 2,659
                                                             ==========



                                                                       Exhibit D
                             CSW International, Inc.
                        Consolidated Statement of Income
                 For the Twelve Months Ended December 31, 1998
                                   (Unaudited)
                                    ($000's)


Operating Revenues
    Electric revenues                       $ 1,585,604
    Other diversified                           190,653
                                            ------------
                                              1,776,257
                                            ------------

Operating Expenses
    Cost of electric sales                    1,078,373
    General and administrative                  265,613
    Depreciation and amortization                94,151
    Other diversified                           125,658
                                            ------------
                                              1,563,795

Operating Income                                212,462
                                            ------------

Other Income and (Deductions)
    Investment income                            15,165
    Interest income                              26,131
    Interest expense                           (140,203)
                                            ------------
                                           
                                                (98,907)
                                            ------------

Income Before Income Taxes                      113,555

Provision for Income Taxes                         (886)
                                            ------------

Net Income                                    $ 114,441
                                            ============



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