CSW ENERGY INC
35-CERT, 1999-05-28
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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                                    January 1, 1999 to
                                                             March 31, 1999

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.
     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,  Inc. has duly caused this report to be
signed on its behalf on this 26th day of May, 1999.

                                          CSW Energy, Inc.


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


                                CSW Energy, Inc.
                                  Balance Sheet
                                 March 31, 1999
                                   (Unaudited)
                                    ($000's)


Assets

Current Assets
   Cash and cash equivalents                                          $25,014
   Accounts receivable                                                 12,924
   Prepaid expenses                                                       699
                                                                    ----------
                    Total current assets                               38,637
                                                                    ----------


Investments In and Advances to Energy Projects                        113,867

Notes Receivable - Affiliate                                           56,557

Notes Receivable                                                       67,510

Other Assets
  Construction in progress and project development costs              124,300
  Property, Plant, and Equipment, net                                 193,974
  Other - net                                                           9,983
                                                                    ----------
                    Total other assets                                328,257

                       Total assets                                  $604,828
                                                                    ==========


Liabilities and Shareholder's Equity

Current Liabilities
   Accounts payable                                                    $8,280
   Accrued liabilities and other                                       12,826
                                                                    ----------
                    Total current liabilities                          21,106
                                                                    ----------

Long Term Debt                                                        348,897

Deferred Income Taxes                                                  37,595

Other                                                                  68,909
                                                                    ----------
                    Total liabilities                                 476,507


Minority Interest                                                      14,909

Shareholder's Equity
   Common stock                                                             1
   Additional paid-in-capital                                         108,139
   Accumulated retained earnings                                        5,272
                                                                    ----------
                    Total shareholder's equity                        113,412

                       Total liabilities, shareholder's equity
                         and minority interest                       $604,828
                                                                    ==========

                                   CSW Energy, Inc.
                                 Statements of Income
                  For the Twelve Months Ended March 31, 1999 & 1998
                                     (Unaudited)
                                       ($000's)


                                                  1999                 1998
                                              -------------         ------------
OPERATING REVENUE:
      Equity in income from energy projects       $ 14,880             $ 15,091
      Electric and Thermal Revenue                 117,803               20,425
      Operation and maintenance services             7,330                4,569
      Other                                         15,408                  352
                                              -------------         ------------
              Total operating revenue              155,421               40,437


OPERATING EXPENSES:
      Salaries, wages, and benefits                  9,151                5,586
      Fuel expense                                  71,262               12,605
      Operation and maintenance services            34,369                8,891
      General and administrative                    23,733                2,423
                                              -------------         ------------
              Total operating expenses             138,515               29,505
                                              -------------         ------------

INCOME FROM OPERATIONS                              16,906               10,932

OTHER INCOME (EXPENSE)
      Interest income                               27,414               12,315
      Interest expense                             (36,831)             (14,224)
      Other, net                                     2,926                   (9)
                                              -------------         ------------
              Total other income (expense)          (6,491)              (1,918)
                                              -------------         ------------

INCOME  BEFORE INCOME TAXES                         10,415                9,014

PROVISION  FOR INCOME TAXES                          6,239                3,645
                                              -------------         ------------

              Net income (loss)                    $ 4,176              $ 5,369
                                              =============         ============



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