SOUTHWESTERN ELECTRIC POWER CO
POS AMC, 1994-11-29
ELECTRIC SERVICES
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  <PAGE> 1
                                               File No. 70-8123  



               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

               AMENDMENT NO. 4 (POST-EFFECTIVE) TO

                      FORM U-1 APPLICATION

                            UNDER THE

           PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                  ____________________________

               SOUTHWESTERN ELECTRIC POWER COMPANY
                        428 Travis Street
                  Shreveport, Louisiana  71101
                                

       (Name of company filing this statement and address 
                 of principal executive office)

                  ____________________________


               CENTRAL AND SOUTH WEST CORPORATION

         (Name of top registered holding company parent)

                  ____________________________

                       Shirley S. Briones
                            Treasurer
               Southwestern Electric Power Company
                        428 Travis Street
                  Shreveport, Louisiana  71101

                      Stephen J. McDonnell
                            Treasurer
               Central and South West Corporation
                  1616 Woodall Rodgers Freeway
                         P.O. Box 660164
                      Dallas, Texas  75266

                      Joris M. Hogan, Esq.
                 Milbank, Tweed, Hadley & McCloy
                     1 Chase Manhattan Plaza
                    New York, New York  10005

           (Names and addresses of agents for service)


  <PAGE> 2
       Southwestern Electric Power Company ("SWEPCO"), a Delaware
corporation and a wholly owned electric utility subsidiary of Central and
South West Corporation ("CSW"), a Delaware corporation and a registered
holding company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), hereby files this Amendment No. 4 (Post-Effective) to the
Form U-1 Application in File No. 70-8123 for the purpose of amending Item 6 in
the following respects.  In all other respects the Application as previously 
filed and amended will remain the same.

Item 6.Exhibits and Financial Statements.
       Item 6 is hereby amended to file the following exhibit:

       Exhibit 2 -Financial Statements per books and pro forma as of
                  September 30, 1994, of Southwestern Electric Power
                  Company and consolidated subsidiaries.



  <PAGE> 3
                        S I G N A T U R E
                        - - - - - - - - -

       Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, as amended, the undersigned company has duly caused this document
to be signed on its behalf by the undersigned thereunto duly authorized.
       Dated:  November 29, 1994


                                      SOUTHWESTERN ELECTRIC POWER COMPANY


                                      By:  /s/ SHIRLEY S. BRIONES
                                         Shirley S. Briones
                                         Treasurer
       


  <PAGE> 1

                              INDEX OF EXHIBITS


EXHIBIT                                                           TRANSMISSION
NUMBER                             EXHIBIT                           METHOD
- -------                            -------                        ------------

  2             Financial Statements per books and pro             Electronic
                forma as of September 30, 1994, of 
                Southwestern Electric Power Company and 
                consolidated subsidiaries.




  <PAGE> 1

                                                                     EXHIBIT 2
                                                                     ---------



                              INDEX
                               TO
                      FINANCIAL STATEMENTS


                                                                         Page
                                                                        Number

 CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES

 Consolidated Balance Sheets - Per Books and Pro Forma
   as of September 30, 1994                                              2 - 3

 Consolidated Statement of Income for the Twelve Months Ended
   September 30, 1994                                                      4

 Consolidated Statement of Retained Earnings for the Twelve
   Months Ended September 30, 1994                                         5

 Statements of Long-Term Debt Outstanding as of September 30, 1994       6 - 9

 Statements of Preferred Stock Outstanding as of September 30, 1994       10

 CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)

 Balance Sheets - Per Books and Pro Forma as of September 30, 1994        11

 Statement of Income for the Twelve Months Ended September 30, 1994       12

 SOUTHWESTERN ELECTRIC POWER COMPANY

 Balance Sheets - Per Books and Pro Forma as of September 30, 1994     13 - 14

 Statement of Income for the Twelve Months Ended September 30, 1994       15

 Statement of Retained Earnings for the Twelve Months Ended
   September 30, 1994                                                     16

 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS                                  17

 STATEMENT OF CHANGES                                                     18

 CAPITALIZATION RATIOS - Per books and Pro forma                          19

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                               20



  <PAGE> 2
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1994
UNAUDITED
(Millions)

                                               Per     Pro Forma      Pro
                                              Books   Adjustments    Forma

 ASSETS                                         No pro forma adjustment

 PLANT
   Electric utility
     Production                               $5,794                   $5,794
     Transmission                              1,355                    1,355
     Distribution                              2,480                    2,480
     General                                     756                      756
     Construction work in progress               352                      352
     Nuclear fuel                                161                      161
   Gas                                           800                      800
                                              ------                   ------
                                              11,698                   11,698
   Less - Accumulated depreciation             3,792                    3,792
                                              ------                   ------
                                               7,906                    7,906
                                              ------                   ------
 CURRENT ASSETS
   Cash and temporary cash investments            34                       34
   Accounts receivable                           937                      937
   Materials and supplies, at average cost       154                      154
   Fuel inventory, substantially at average cost  91                       91
   Gas inventory/products for resale              24                       24
   Unrecovered fuel cost                          74                       74
   Prepayments and other                          79                       79
                                              ------                   ------
                                               1,393                    1,393
                                              ------                   ------
 DEFERRED CHARGES AND OTHER ASSETS
   Deferred plant costs                          516                      516
   Mirror CWIP asset - net                       324                      324
   Other non-utility investments                 333                      333
   Income tax related regulatory asset net       209                      209
   Other                                         295                      295
                                              ------                   ------
                                               1,677                    1,677
                                              ------      ------       ------
                                             $10,976          $0      $10,976
                                              ======      ======       ======



  <PAGE> 3
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)

                                               Per     Pro Forma      Pro
                                              Books   Adjustments    Forma

 CAPITALIZATION AND LIABILITIES                 No pro forma adjustment

 CAPITALIZATION
   Common Stock Equity -
     Common stock, $3.50 par value, 
       authorized 350,000,000 shares; 
       issued and outstanding 
       189,901,000 shares                       $665                     $665
     Paid-in capital                             547                      547
     Retained earnings                         1,841                    1,841
                                              ------                   ------
     Total Common Stock Equity                 3,053                    3,053

   Preferred stock
     Not subject to mandatory redemption         292                      292
     Subject to mandatory redemption              35                       35
   Long-term debt                              2,886                    2,886
                                              ------                   ------
     Total Capitalization                      6,266                    6,266
                                              ------                   ------
 CURRENT LIABILITIES
   Long-term debt/preferred stock
     due within twelve months                     11                       11
   Short-term debt                               739                      739
   Short-term debt - CSW Credit                  808                      808
   Accounts payable                              244                      244
   Accrued taxes                                 177                      177
   Accrued interest                               70                       70
   Accrued restructuring charges                  42                       42
   Other                                         157                      157
                                              ------                   ------
                                               2,248                    2,248
                                              ------                   ------
DEFERRED CREDITS
   Income taxes                                2,040                    2,040
   Investment tax credits                        324                      324
   Mirror CWIP liability and other                98                       98
                                              ------                   ------
                                               2,462                    2,462
                                              ------      ------       ------
                                             $10,976          $0      $10,976
                                              ======      ======       ======



  <PAGE> 4
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)



 OPERATING REVENUES                                 $3,672
                                                    ------
 OPERATING EXPENSES AND TAXES
   Fuel and purchased power                          1,206
   Gas purchased for resale                            326
   Other operating                                     680
   Restructuring charges                                97
   Maintenance                                         189
   Depreciation and amortization                       353
   Taxes, other than Federal income                    206
   Federal income taxes                                129
                                                    ------
                                                     3,186
                                                    ------
 OPERATING INCOME                                      486
                                                    ------
 OTHER INCOME AND DEDUCTIONS
   Mirror CWIP liability amortization                   70
   Other                                                25
                                                    ------
                                                        95

 INCOME BEFORE INTEREST CHARGES                        581
                                                    ------
 INTEREST CHARGES
   Interest on long-term debt                          217
   Interest on short-term debt and other                62
                                                    ------
                                                       279
                                                    ------
 
 NET INCOME                                            302

   Preferred stock dividends                            19
                                                    ------
 NET INCOME FOR COMMON STOCK                          $283
                                                    ======



  <PAGE> 5
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENT OF RETAINED EARNINGS
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)



 RETAINED EARNINGS AT September 30, 1993            $1,876

 Add: Net income for common stock                      283
                                                    ------
                                                     2,159

 Deduct: Common stock dividends                        318
                                                    ------
 RETAINED EARNINGS AT September 30, 1994            $1,841
                                                    ======


  <PAGE> 6
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)


 CENTRAL POWER AND LIGHT COMPANY
  First mortgage bonds -
      Series J, 6-5/8%, due January 1, 1998                        $28
      Series L, 7%, due February 1, 2001                            36
      Series T, 7-1/2%, due December 15, 2014                      112
      Series U, 9-3/4%, due July 1, 2015                            32
      Series Z, 9-3/8%, due December 1, 2019                       140
      Series AA, 7-1/2%,  due March 1, 2020                         50
      Series BB, 6%, due  October 1, 1997                          200
      Series CC, 7-1/4%,  due October 1, 2004                      100
      Series DD, 7-1/8%,  due December 1, 1999                      25
      Series EE, 7-1/2%,  due December 1, 2002                     115
      Series FF, 6-7/8%,  due February 1, 2003                      50
      Series GG, 7-1/8%,  due February 1, 2008                      75
      Series HH, 6%, due  April 1, 2000                            100
      Series II, 7-1/2%,  due April 1, 2023                        100
      Series JJ, 7-1/2%,  due May 1, 1999                          100
Installment sales agreements -
   Pollution control bonds
     Series 1974  7-1/8%, due June 1, 2004                           8
     Series 1977  6%, due November 1, 2007                          34
     Series 1984  7-7/8%, due December 15, 2014                      6
     Series 1984  10-1/8%, due October 15, 2014                     69
     Series 1986  7-7/8%, due December 1, 2016                      60
     Series 1993  6%, due July 1, 2028                             120
Unamortized discount                                               (12)
Unamortized costs of reacquired debt                               (83)
                                                                ------
                                                                $1,465
                                                                ------



  <PAGE> 7
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)



 PUBLIC SERVICE COMPANY OF OKLAHOMA
 First mortgage bonds -
   Series J, 5-1/4%, due March 1, 1996                             $25
   Series K, 7-1/4%, due January 1, 1999                            25
   Series L, 7-3/8%, due March 1, 2002                              30
   Series S, 7-1/4%, due July 1, 2003                               65
   Series T, 7-3/8%, due December 1, 2004                           50
   Series U, 6-1/4%, due April 1, 2003                              35
   Series V, 7-3/8%, due April 1, 2023                             100
   Series W, 6-1/2%, due June 1, 2005                               50
 Installment sales agreements -
   Pollution control bonds
     5.9%, due December 1, 2007                                     35
     Series 1984 7-7/8, due December 15, 2014                       13
 Unamortized discount                                               (5)
 Unamortized costs of reacquired debt                              (21)
                                                                ------
                                                                  $402
                                                                ------



  <PAGE> 8
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)

 SOUTHWESTERN ELECTRIC POWER COMPANY
 First mortgage bonds -
   Series U, 9-1/8%, due November 1, 2019                           $4
   Series V, 7-3/4%, due June 1, 2004                               40
   Series W, 6-1/8%, due December 1, 1999                           40
   Series X, 7%, due December 1, 2007                               90
   Series Y, 6-5/8%, due February 1, 2003                           55
   Series Z, 7-1/4%, due July 1, 2023                               45
   Series  AA, 5-1/4%, due April 1, 2000                            45
   Series  BB, 6-7/8%, due October 1, 2025                          80
   1976 Series A, 6.2%, due November 1, 2006                         7
   1976 Series B, 6.2%, due November 1, 2006                         1
 Installment sales agreements -
   Pollution control bonds
     1978 Series A, 6%, due January 1, 2008                         14
     1991 Series A, 8.2%, due August 1, 2011                        17
     1991 Series B, 6.9%, due November 1, 2004                      12
     Series 1986, 8.2%, due July 1, 2014                            82
     Series 1992, 7.6%, due January 1, 2019                         54
 Bank loan, variable rate, due June 15, 1994                        50
 Railcar lease obligations                                          19
 Unamortized discount                                               (4)
 Unamortized costs of reacquired debt                              (56)
                                                                ------
                                                                  $595
                                                                ------
 WEST TEXAS UTILITIES COMPANY
 First mortgage bonds -
   Series 0, 9-1/4%, due December 1, 2019                           63
   Series P, 7-3/4%, due July 1, 2007                               25
   Series Q, 6-7/8%, due October 1, 2002                            35
   Series R, 7%, due October 1, 2004                                40
   Series S, 6-1/8%, due February 1, 2004                           40
 Installment sales agreement -
   Pollution control bonds
     7-7/8%, due December 15, 2014                                  44
 Unamortized discount                                               (1)
 Unamortized costs of reacquired debt                              (28)
                                                                ------
                                                                  $218
                                                                ------


  <PAGE> 9
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (millions)

 TRANSOK, INC.
 Note payable, 8.960%, due April 17, 2017                          $15
 Note payable, 8.280%, due April 16, 2007                            3
 Note payable, 8.130%, due April 16, 2002                            3
 Note payable, 8.125%, due April 22, 2002                           17
 Note payable, 8.900%, due May 21, 2012                              5
 Note payable, 7.810%, due May 20, 1999                              3
 Note payable, 8.250%, due May 20, 2004                              1
 Note payable, 8.170%, due May 22, 2003                              2
 Note payable, 7.750%, due May 21, 1999                              5
 Note payable, 8.170%, due May 28, 2004                              2
 Note payable, 8.280%, due June 3, 2003                              4
 Note payable, 8.340%, due June 2, 2004                              2
 Note payable, 8.350%, due August 27, 2012                           5
 Note payable, 7.350%, due August 26, 2002                           5
 Note payable, 7.330%, due August 26, 2002                           1
 Note payable, 7.320%, due August 28, 2002                          14
 Note payable, 6.750%, due December 1, 1999                         15
 Note payable, 7.800%, due March 1, 2004                            10
 Note payable, 7.770%, due March 1, 2004                             3
 Note payable, 7.780%, due December 15, 2004                         2
 Note payable, 7.730%, due December 15, 2004                         1
 Note payable, 7.670%, due March 1, 2004                             1
 Note payable, 7.650%, due May 15, 2002                              5
 Note payable, 7.650%, due May 15, 2002                              5
 Note payable, 7.710%, due December 23, 2003                        11
 Note payable, 6.850%, due March 18, 2005                            1
 Note payable, 6.850%, due March 18, 2005                            1
 Note payable, 6.900%, due March 1, 2005                             6
 Note payable, 6.990%, due March 24, 2005                            5
 Note payable, 6.860%, due March 28, 2005                           12
 Note payable, 7.750%, due April 24, 2023                           10
 Note payable, 6.840%, due April 25, 2005                            3
 Note payable, 7.750%, due April 26, 2023                            5
 Note payable, 6.810%, due April 26, 2003                            7
 Note payable, 6.600%, due April 29, 2003                            2
 Note payable, 6.710%, due April 30, 2004                            1
 Note payable, 6.930%, due May 5, 2005                               1
 Note payable, 7.070%, due May 5, 2008                               1
 Note payable, 7.000%, due January 12, 2004                          5
                                                                ------
                                                                  $200
 CENTRAL AND SOUTH WEST SERVICES, INC.                          ------
   Note payable, 9%, due February 1, 2008                            5
                                                                ------
   TOTAL CONSOLIDATED                                           $2,886
                                                                ======


  <PAGE> 10
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 STATEMENT OF PREFERRED STOCK OUTSTANDING
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)


 NOT SUBJECT TO MANDATORY REDEMPTION

 CENTRAL POWER AND LIGHT COMPANY
   4.00% Series,   100,000 shares                                  $10
   4.20% Series,    75,000 shares                                    8
   7.12% Series,   260,000 shares                                   26
   8.72% Series,   500,000 shares                                   50
   2.69% Series,   750,000 shares                                   75
   2.711% Series,  425,000 shares                                   42
   2.688% Series,  425,000 shares                                   42
   Issuance expense                                                 (3)
                                                                ------
                                                                   250
                                                                ------
 PUBLIC SERVICE COMPANY OF OKLAHOMA

   4.00% Series,    97,900 shares                                   10
   4.24% Series,   100,000 shares                                   10
                                                                ------
                                                                    20
                                                                ------
 SOUTHWESTERN ELECTRIC POWER COMPANY

   5.00% Series,    75,000 shares                                    8
   4.65% Series,    25,000 shares                                    2
   4.28% Series,    60,000 shares                                    6
                                                                ------
                                                                    16
                                                                ------
 WEST TEXAS UTILITIES COMPANY
   4.40% Series,    60,000 shares                                    6
                                                                ------
 Total Consolidated                                               $292
                                                                ======
 SUBJECT TO MANDATORY REDEMPTION

 SOUTHWESTERN ELECTRIC POWER COMPANY
   6.95% Series, 364,000 shares                                     35

                                                                ------
 Total Consolidated                                                $35
                                                                ======



  <PAGE> 11
 CENTRAL AND SOUTH WEST CORPORATION

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)

                                               Per     Pro Forma      Pro
                                              Books   Adjustments    Forma

 INVESTMENTS IN COMMON STOCK                    No pro forma adjustments
   OF SUBSIDIARY
   COMPANIES (at equity)                      $3,338                   $3,338
                                              ------                   ------

 CURRENT ASSETS
   Cash and temporary cash investments             3                        3
   Advances to affiliates                        193                      193
   Prepayments and other                         244                      244
                                              ------                   ------
                                                 440                      440
                                              ------                   ------
 Deferred charges and other assets                38                       38
                                              ------      ------       ------
                                              $3,816          $0       $3,816
                                              ======      ======       ======

 COMMON STOCK EQUITY
   Common stock, $3.50 par value,
     authorized 350,000,000 shares;
     issued and outstanding
     189,901,000 shares                         $665                     $665
   Paid-in capital                               547                      547
   Retained earnings                           1,841                    1,841
                                              ------                   ------
                                               3,053                    3,053
                                              ------                   ------
 CURRENT LIABILITIES
   Short-term debt                               739                      739
   Accounts payable and other                     11                       11
                                              ------                   ------
                                                 750                      750
                                              ------                   ------
 DEFERRED CREDITS                                 13                       13
                                              ------      ------       ------
                                              $3,816          $0       $3,816
                                              ======      ======       ======




  <PAGE> 12
 CENTRAL AND SOUTH WEST CORPORATION

 STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)


 INCOME

   Equity in earnings of subsidiaries
     Central Power and Light Company                              $143
     Public Service Company of Oklahoma                             42
     Southwestern Electric Power Company                            75
     West Texas Utilities Company                                   28
     Transok, Inc.                                                  18
     CSW Credit, Inc.                                                8
     CSW Energy, Inc.                                               (4)
     CSW Leasing, Inc.                                               0
     Central and South West Services, Inc.                           0
   Other Income                                                     24
                                                                ------
                                                                  $334
                                                                ------

 EXPENSES AND TAXES

    General and administrative expenses                             23
    Interest expense                                                31
    Federal income taxes                                            (6)
    Other                                                            3
                                                                ------
                                                                    51
                                                                ------
 NET INCOME                                                       $283
                                                                ======



  <PAGE> 13
 SOUTHWESTERN ELECTRIC POWER COMPANY

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)

                                               Per     Pro Forma      Pro
                                              Books   Adjustments    Forma

 ASSETS                                         No pro forma adjustments

 ELECTRIC UTILITY PLANT
    Production                                $1,402                   $1,402
    Transmission                                 371                      371
    Distribution                                 712                      712
    General                                      211                      211
    Construction work in progress                133                      133
                                              ------                   ------
                                               2,829                    2,829
    Less - Accumulated depreciation            1,006                    1,006
                                              ------                   ------
                                               1,823                    1,823
                                              ------                   ------
 CURRENT ASSETS
    Cash and temporary cash investments            6                        6
    Accounts receivable                           70                       70
    Materials and supplies, at average costs      26                       26
    Fuel inventory, at average cost               38                       38
    Accumulated deferred income taxes             14                       14
    Prepayments and other                         14                       14
                                              ------                   ------
                                                 168                      168
                                              ------                   ------
 DEFERRED CHARGES AND OTHER ASSETS                56                       56
                                              ------      ------       ------
                                              $2,047          $0       $2,047
                                              ======      ======       ======



  <PAGE> 14
 SOUTHWESTERN ELECTRIC POWER COMPANY

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)

                                               Per     Pro Forma      Pro
                                              Books   Adjustments    Forma

 CAPITALIZATION AND LIABILITIES                 No pro forma adjustments

 CAPITALIZATION
    Common stock, $18 par value; authorized
      7,600,000 shares; issued and outstanding
      7,536,640 shares                          $135                     $135
    Paid-in capital                              245                      245
    Retained earnings                            298                      298
                                              ------                   ------
      Total common stock equity                  678                      678

    Preferred stock
      Not subject to mandatory redemption         16                       16
      Subject to mandatory redemption             35                       35
    Long-term debt                               595                      595
                                              ------                   ------
      Total capitalization                     1,324                    1,324
                                              ------                   ------

 CURRENT LIABILITIES
    Long-term debt due within twelve months       10                       10
    Advances from affiliates                       5                        5
    Accounts payable                              54                       54
    Customer deposits                             14                       14
    Fuel refunds due customers                    11                       11
    Accrued taxes                                 60                       60
    Accrued interest                              13                       13
    Accrued restructuring charges                 11                       11
    Other                                         18                       18
                                              ------                   ------
                                                 196                      196
                                              ------                   ------
 DEFERRED CREDITS
    Income taxes                                 352                      352
    Investment tax credits                        82                       82
    Income tax related regulatory
      liabilities - net                           48                       48
    Other                                         45                       45
                                              ------                   ------
                                                 527                      527
                                              ------      ------       ------
                                              $2,047          $0       $2,047
                                              ======      ======       ======


  <PAGE> 15
 SOUTHWESTERN ELECTRIC POWER COMPANY

 STATEMENT OF INCOME
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)



 ELECTRIC OPERATING REVENUE                           $839
                                                    ------

 OPERATING EXPENSES AND TAXES
   Fuel                                                351
   Purchased power                                      19
   Other Operating                                     123
   Restructuring charges                                25
   Maintenance                                          47
   Depreciation and amortization                        79
   Taxes, other than Federal income                     48
   Federal income taxes                                 28
                                                    ------
                                                       720
                                                    ------
 OPERATING INCOME                                      119
                                                    ------
 OTHER INCOME AND DEDUCTIONS                             8
                                                    ------

 INCOME BEFORE INTEREST CHARGES                        127
                                                    ------
 INTEREST CHARGES
   Interest on long-term debt                           43
   Interest on short-term debt and other                 5
                                                    ------
                                                        48
                                                    ------

 NET INCOME                                             79

 PREFERRED STOCK DIVIDENDS                               4
                                                    ------
 NET INCOME FOR COMMON STOCK                           $75
                                                    ======



  <PAGE> 16
 SOUTHWESTERN ELECTRIC POWER COMPANY

 STATEMENT OF RETAINED EARNINGS
 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)




 RETAINED EARNINGS AT September 30, 1993              $305
 Add: Net income (loss) for common stock                75
                                                    ------
                                                       380
 Deduct: Common stock dividends                         82
                                                    ------
 RETAINED EARNINGS AT September 30, 1994              $298
                                                    ======



  <PAGE> 17
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES

 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
 SEPTEMBER 30, 1994
 UNAUDITED
 (Millions)


      Central          Central   Public
      and South West   Power     Service    West                 Southwestern
      Corporation      and       Company    Texas                Electric 
      and Subsidiary   Light     of         Utilities  Transok   Power
      Companies        Company   Oklahoma   Company    Inc.      Company
                                      

  No pro forma adjustments
                                      
                                      


  <PAGE> 18
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES


     There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to
September 30, 1994, other than in the ordinary course of business.



  <PAGE> 19
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES

 CAPITALIZATION RATIOS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1994

                                            Common Stock Preferred   Long-term
                                              Equity      Stock       Debt(*)
                                             ---------  ---------    --------- 


 Central and South West
   Corporation and
   Subsidiary Companies
   (Consolidated) Per books                    48.7%        5.2%        46.1%

 Central and South West
   Corporation and
   Subsidiary Companies
   (Consolidated) Pro forma                   NO PRO FORMA ADJUSTMENTS

 Central and South West
   Corporation Per books                      100.0%        0.0%         0.0% 

 Central and South West
   Corporation Pro forma                      NO PRO FORMA ADJUSTMENTS

 Southwestern Electric
   Power Company Per books                     51.2%        3.8%        45.0% 

 Southwestern Electric
   Power Company Pro forma                    NO PRO FORMA ADJUSTMENTS


(*) Includes Transok's Medium-Term Notes Payable




  <PAGE> 20
 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




     The notes to consolidated financial statements included in Central 
and South West Corporation's 1993 Annual Report on Form 10-K are hereby
incorporated by reference and made a part of this report.



                                                               Page
                                                            Reference

 1993 Annual Report on Form 10-K                             53 - 72




<TABLE> <S> <C>

<ARTICLE> OPUR1
<SUBSIDIARY>
   <NUMBER> 001
   <NAME> CENTRAL AND SOUTH WEST CORP CONSOLIDATED
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                        7,307
<OTHER-PROPERTY-AND-INVEST>                        599
<TOTAL-CURRENT-ASSETS>                           1,393
<TOTAL-DEFERRED-CHARGES>                           516
<OTHER-ASSETS>                                   1,161
<TOTAL-ASSETS>                                  10,976
<COMMON>                                           665
<CAPITAL-SURPLUS-PAID-IN>                          547
<RETAINED-EARNINGS>                              1,841
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   3,053
                               35
                                        292
<LONG-TERM-DEBT-NET>                             2,822
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                           50
<COMMERCIAL-PAPER-OBLIGATIONS>                   1,547
<LONG-TERM-DEBT-CURRENT-PORT>                       11
                            0
<CAPITAL-LEASE-OBLIGATIONS>                         16
<LEASES-CURRENT>                                     4
<OTHER-ITEMS-CAPITAL-AND-LIAB>                   3,146
<TOT-CAPITALIZATION-AND-LIAB>                   10,976
<GROSS-OPERATING-REVENUE>                        3,672
<INCOME-TAX-EXPENSE>                               129
<OTHER-OPERATING-EXPENSES>                       3,057
<TOTAL-OPERATING-EXPENSES>                       3,186
<OPERATING-INCOME-LOSS>                            486
<OTHER-INCOME-NET>                                  95
<INCOME-BEFORE-INTEREST-EXPEN>                     581
<TOTAL-INTEREST-EXPENSE>                           279
<NET-INCOME>                                       302
                         19
<EARNINGS-AVAILABLE-FOR-COMM>                      283
<COMMON-STOCK-DIVIDENDS>                           317
<TOTAL-INTEREST-ON-BONDS>                          217
<CASH-FLOW-OPERATIONS>                             758
<EPS-PRIMARY>                                     1.50
<EPS-DILUTED>                                     1.50
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> OPUR1
<SUBSIDIARY>
   <NUMBER> 002
   <NAME> CENTRAL AND SOUTH WEST CORPORATION
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                            0
<OTHER-PROPERTY-AND-INVEST>                      3,338
<TOTAL-CURRENT-ASSETS>                             440
<TOTAL-DEFERRED-CHARGES>                            38
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                   3,816
<COMMON>                                           665
<CAPITAL-SURPLUS-PAID-IN>                          547
<RETAINED-EARNINGS>                              1,841
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   3,053
                                0
                                          0
<LONG-TERM-DEBT-NET>                                 0
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                     739
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                      24
<TOT-CAPITALIZATION-AND-LIAB>                    3,816
<GROSS-OPERATING-REVENUE>                            0
<INCOME-TAX-EXPENSE>                               (6)
<OTHER-OPERATING-EXPENSES>                           0
<TOTAL-OPERATING-EXPENSES>                          26
<OPERATING-INCOME-LOSS>                           (20)
<OTHER-INCOME-NET>                                 334
<INCOME-BEFORE-INTEREST-EXPEN>                     314
<TOTAL-INTEREST-EXPENSE>                            31
<NET-INCOME>                                       283
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                      283
<COMMON-STOCK-DIVIDENDS>                           317
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                             118
<EPS-PRIMARY>                                     1.50
<EPS-DILUTED>                                     1.50
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> OPUR1
<CIK> 0000092487
<NAME> SOUTHWESTERN ELECTRIC POWER COMPANY
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                        1,823
<OTHER-PROPERTY-AND-INVEST>                          3
<TOTAL-CURRENT-ASSETS>                             168
<TOTAL-DEFERRED-CHARGES>                            38
<OTHER-ASSETS>                                      15
<TOTAL-ASSETS>                                   2,047
<COMMON>                                           135
<CAPITAL-SURPLUS-PAID-IN>                          245
<RETAINED-EARNINGS>                                298
<TOTAL-COMMON-STOCKHOLDERS-EQ>                     678
                               35
                                         16
<LONG-TERM-DEBT-NET>                               531
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                           50
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        4
                            1
<CAPITAL-LEASE-OBLIGATIONS>                         14
<LEASES-CURRENT>                                     4
<OTHER-ITEMS-CAPITAL-AND-LIAB>                     713
<TOT-CAPITALIZATION-AND-LIAB>                    2,047
<GROSS-OPERATING-REVENUE>                          839
<INCOME-TAX-EXPENSE>                                28
<OTHER-OPERATING-EXPENSES>                         692
<TOTAL-OPERATING-EXPENSES>                         720
<OPERATING-INCOME-LOSS>                            119
<OTHER-INCOME-NET>                                   8
<INCOME-BEFORE-INTEREST-EXPEN>                     127
<TOTAL-INTEREST-EXPENSE>                            48
<NET-INCOME>                                        79
                          4
<EARNINGS-AVAILABLE-FOR-COMM>                       75
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                           43
<CASH-FLOW-OPERATIONS>                             161
<EPS-PRIMARY>                                      .40
<EPS-DILUTED>                                      .40
        



</TABLE>


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