SOUTHWESTERN ELECTRIC POWER CO
POS AMC, 1994-09-20
ELECTRIC SERVICES
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  <PAGE> 1
                                                              File No. 70-6977



                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                      AMENDMENT NO. 6 (POST-EFFECTIVE) TO

                             FORM U-1 DECLARATION

                                   UNDER THE

                  PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                      __________________________________

                      SOUTHWESTERN ELECTRIC POWER COMPANY
                               428 Travis Street
                          Shreveport, Louisiana 71156

                  (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 Briones
                                   Treasurer
                      Southwestern Electric Power Company
                               428 Travis Street
                         Shreveport, Louisiana  71156

                             Stephen J. McDonnell
                                   Treasurer
                      Central and South West Corporation
                         1616 Woodall Rodgers Freeway
                             Dallas, Texas  75202

                                Joris M. Hogan
                        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, a Delaware corporation (the
"Company") and an electric utility subsidiary of Central and South West
Corporation ("CSW"), a registered holding company under the Public Utility
Holding Company Act of 1935, as amended (the "1935 Act"), hereby files this
Amendment No. 6 (Post-Effective) to the Form U-1 Declaration in File No. 
70-6977 for the purpose of amending Item 6 thereof.  In all other respects,
the Declaration as previously filed and as heretofore amended will remain the
same.

Item 6.  Exhibits and Financial Statements.

          Exhibit 1 - Amendment dated as of April 8, 1991 to the Term Loan
                      Agreement and form of Amended and Restated Promissory
                      Note (previously filed).

          Exhibit 2 - Draft loan agreement amendment and form of unsecured
                      notes between the Company and the Banks (previously
                      filed).

          Amended
          Exhibit 3 - Preliminary opinion of Milbank, Tweed, Hadley & McCloy,
                      counsel for the Company (previously filed).

          Amended 
          Exhibit 4 - Proposed Notice of Proceeding (previously filed).

          Amended
          Exhibit 5 - Final or "past tense" opinion of Milbank, Tweed, Hadley
                      & McCloy, counsel for the Company (to be filed with the
                      Certificate of Notification).

          Amended
          Exhibit 6 - Financial statements as of June 30, 1994, of the Company
                      and Central and South West Corporation and consolidated
                      subsidiaries.

          Exhibit 7 - Assignment and Assumption Agreement dated as of 
                      January 9, 1991 between BNY and Volksbank (previously
                      filed).

          Exhibit 8 - New Term Loan Agreement and form of unsecured notes
                      between the Company and the Banks (to be filed with the
                      Certificate of Notification).

          Exhibit 9 - Draft of the New Term Loan Agreement and form of
                      unsecured notes between the Company and the Banks
                      (previously filed).

  <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:  September 20, 1994



                                      SOUTHWESTERN ELECTRIC POWER COMPANY


                                      By:  SHIRLEY BRIONES
                                                 Shirley Briones
                                                    Treasurer


  <PAGE> 4
                               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:  September 20, 1994



                                      CENTRAL AND SOUTH WEST CORPORATION


                                      By:  STEPHEN J. MCDONNELL
                                               Stephen J. McDonnell
                                                    Treasurer



  <PAGE> 1

                               INDEX OF EXHIBITS


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

  1                 Amendment dated as of April 8, 1991                ---
                    to the Term Loan Agreement and form 
                    of Amended and Restated Promissory 
                    Note (previously filed).

  2                 Draft loan agreement amendment and                 ---
                    form of unsecured notes between the 
                    Company and the Banks (previously 
                    filed).

  3                 Preliminary opinion of Milbank,                    ---
                    Tweed, Hadley & McCloy, counsel for 
                    the Company (amended exhibit) 
                    (previously filed).

  4                 Proposed Notice of Proceeding                      ---
                    (amended exhibit) (previously 
                    filed).                                        

  5                 Final or "past tense" opinion of                   ---
                    Milbank, Tweed, Hadley & McCloy, 
                    counsel for the Company (amended 
                    exhibit) (to be filed with the 
                    Certificate of Notification).

  6                 Financial statements as of June 30,            Electronic
                    1994, of the Company and Central and 
                    South West Corporation and consoli-
                    dated subsidiaries (amended exhibit).


  7                 Assignment and Assumption Agreement                ---
                    dated as of January 9, 1991 between 
                    BNY and Volksbank (previously filed).

  8                 New Term Loan Agreement and form of                ---
                    unsecured notes between the Company 
                    and the Banks (to be filed with the
                    Certificate of Notification).

  9                 Draft the New Term Loan Agreement                  ---
                    and form of unsecured notes between 
                    the Company and the Banks (previously
                    filed).



  <PAGE> 1

                                                                    EXHIBIT 6 
                                                                    --------- 


                                     INDEX
                                      TO
                             FINANCIAL STATEMENTS


                                                                    Page
                                                                   Number
 CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
                                                              
 Consolidated Balance Sheets - Per Books and Pro Forma
   as of June 30, 1994                                              2 - 3
                                                              
 Consolidated Statement of Income for the Twelve Months Ended
   June 30, 1994                                                      4
                                                              
 Consolidated Statement of Retained Earnings for the Twelve
   Months Ended June 30, 1994                                         5
                                                              
 Statements of Long-Term Debt Outstanding as                        6 - 9
   of June 30, 1994
                                                              
 Statements of Preferred Stock Outstanding as                      10 - 11
   of June 30, 1994
                                                              
 CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
                                                              
 Balance Sheets - Per Books and Pro Forma as of                       12
   of June 30, 1994
                                                              
 Statement of Income for the Twelve Months                            13
   Ended June 30, 1994
                                                              
                                                              
 SOUTHWESTERN ELECTRIC POWER COMPANY                          
                                                              
 Balance Sheets - Per Books and Pro Forma as                       14 - 15
   of June 30, 1994
                                                              
 Statement of Income for the Twelve Months                            16
   Ended June 30, 1994
                                                              
 Statement of Retained Earnings for the Twelve
   Months Ended June 30, 1994                                         17
                                                              
 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS                              18
                                                              
 STATEMENT OF CHANGES                                                 19
                                                              
 CAPITALIZATION RATIOS - Per books and Pro forma                   20 - 21
                                                              
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           22



  <PAGE> 2
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1994
UNAUDITED
(Millions)
                                              
                                              Per     Pro Forma       Pro
                                             Books   Adjustments     Forma
                                              
 ASSETS
                                              
 PLANT
   Electric utility
     Production                              $5,787                    $5,787
     Transmission                             1,274                     1,274
     Distribution                             2,433                     2,433
     General                                    733                       733
     Construction work in progress              406                       406
     Nuclear fuel                               160                       160
   Gas                                          784                       784
                                             ------                    ------
                                             11,577                    11,577
   Less - Accumulated depreciation            3,704                     3,704
                                             ------                    ------
                                              7,873                     7,873
                                             ------                    ------
 CURRENT ASSETS                                                              
   Cash and temporary cash investments           22                        22
   Special deposits                               1                         1
   Accounts receivable                          900                       900
   Materials and supplies, at average cost      150                       150
   Fuel inventory, substantially at average     
     cost                                        91                        91
   Gas inventory for resale,                                                  
     substantially at LIFO                       14                        14
   Unrecovered fuel cost                         88                        88
   Prepayments and other                         66                        66
                                             ------                    ------
                                              1,332                     1,332
                                             ------                    ------
 DEFERRED CHARGES AND OTHER ASSETS                                           
   Deferred plant costs                         517                       517
   Mirror CWIP asset - net                      327                       327
   Other non-utility investments                277                       277
   Income tax related regulatory asset net      198                       198
   Other                                        295                       295
                                             ------                    ------
                                              1,614                     1,614
                                             ------       ------       ------
                                            $10,819           $0      $10,819
                                             ======       ======       ======


  <PAGE> 3
CENTRAL AND SOUTH WEST CORPORATION                    
AND SUBSIDIARY COMPANIES                              
CONSOLIDATED BALANCE SHEETS                           
PER BOOKS AND PRO FORMA                               
AS OF JUNE 30, 1994                                   
UNAUDITED                                             
(Millions)                                            
                                                       
                                              Per     Pro Forma       Pro
                                             Books   Adjustments     Forma
                                                       
 CAPITALIZATION AND LIABILITIES                        
                                                       
 CAPITALIZATION                                        
   Common Stock Equity -                               
     Common stock, $3.50 par value, authorized
     350,000,000 shares; issued and outstanding
        188,738,000 shares                     $663                      $663
     Paid-in capital                            539                       539
     Retained earnings                        1,738                     1,738
                                             ------                    ------
     Total Common Stock Equity                2,940                     2,940
                                                                             
   Preferred stock                                                           
     Not subject to mandatory redemption        292                       292
     Subject to mandatory redemption             36                        36
   Long-term debt                             2,889                     2,889
                                             ------                    ------
     Total Capitalization                     6,157                     6,157
                                             ------                    ------
 CURRENT LIABILITIES                                                          

   Long-term debt/preferred stock                                             
     due within twelve months                    33                        33
   Short-term debt                              759                       759
   Short-term debt - CSW Credit                 776                       776
   Accounts payable                             265                       265
   Accrued taxes                                102                       102
   Accrued interest                              55                        55
   Accrued restructuring charges                 80                        80
   Other                                        151                       151
                                             ------                    ------
                                              2,221                     2,221
                                             ------                    ------
DEFERRED CREDITS                                                             
   Income taxes                               1,991                     1,991
   Investment tax credits                       328                       328
   Mirror CWIP liability and other              122                       122
                                             ------                    ------
                                              2,441                     2,441
                                             ------       ------       ------
                                            $10,819           $0      $10,819
                                             ======       ======       ======



  <PAGE> 4
CENTRAL AND SOUTH WEST CORPORATION                    
AND SUBSIDIARY COMPANIES                              
CONSOLIDATED STATEMENT OF INCOME                      
FOR THE TWELVE MONTHS ENDED JUNE 30, 1994             
UNAUDITED                                             
(Millions)                                            
                                                       
                                                       
                                                       
 OPERATING REVENUES                              $3,740
                                                 ------
 OPERATING EXPENSES AND TAXES                          
   Fuel and purchased power                       1,255
   Gas purchased for resale                         356
   Other operating                                  680
   Restructuring charges                             97
   Maintenance                                      194
   Depreciation and amortization                    349
   Taxes, other than Federal income                 208
   Federal income taxes                             136
                                                 ------
                                                  3,275
                                                 ------
 OPERATING INCOME                                   465
                                                 ------
 OTHER INCOME AND DEDUCTIONS                           
   Mirror CWIP liability amortization                72
   Other                                             27
                                                 ------
                                                     99
                                                       
 INCOME BEFORE INTEREST CHARGES                     564
                                                 ------
 INTEREST CHARGES                                      
   Interest on long-term debt                       215
   Interest on short-term debt and other             56
                                                 ------
                                                    271
                                                 ------
                                                       
 NET INCOME                                         293
                                                       
   Preferred stock dividends                         19
                                                 ------
 NET INCOME FOR COMMON STOCK                       $274
                                                 ======



  <PAGE> 5
CENTRAL AND SOUTH WEST CORPORATION                    
AND SUBSIDIARY COMPANIES                              
CONSOLIDATED STATEMENT OF RETAINED EARNINGS           
FOR THE TWELVE MONTHS ENDED JUNE 30, 1994             
UNAUDITED                                             
(Millions)                                            
                                                       
                                                       
                                                       
 RETAINED EARNINGS AT June 30, 1993              $1,778
                                                       
 Add: Net income for common stock                   274
                                                 ------
                                                  2,052
                                                       
 Deduct: Common stock dividends                     314
                                                 ------
 RETAINED EARNINGS AT June 30, 1994              $1,738
                                                 ======


  <PAGE> 6
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING
AS OF JUNE 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                            (85)
                                                              ------
                                                              $1,463
                                                              ------


  <PAGE> 7
CENTRAL AND SOUTH WEST CORPORATION                    
AND SUBSIDIARY COMPANIES                              
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF JUNE 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 JUNE 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                           (51)
                                                              ------
                                                                $600
                                                              ------
 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 JUNE 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                                         $2,889
                                                              ======

  <PAGE> 10
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING
AS OF JUNE 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
                                                              ======


  <PAGE> 11
CENTRAL AND SOUTH WEST CORPORATION                    
AND SUBSIDIARY COMPANIES                              
STATEMENT OF PREFERRED STOCK OUTSTANDING (Continued)
AS OF JUNE 30, 1994                                   
UNAUDITED                                             
(Millions)                                            
                                                       
 SUBJECT TO MANDATORY REDEMPTION                       
                                                       
   SOUTHWESTERN ELECTRIC POWER COMPANY                 
     6.95% Series, 364,000 shares                                 36
                                                              ------
     Total Consolidated                                          $36
                                                              ======



  <PAGE> 12
CENTRAL AND SOUTH WEST CORPORATION

BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1994
UNAUDITED
(Millions)
                                              
                                              Per     Pro Forma       Pro
                                             Books   Adjustments     Forma
                                                                             
 INVESTMENTS IN COMMON STOCK                                                 
   OF SUBSIDIARY                                                             
   COMPANIES (at equity)                     $3,210                    $3,210
                                             ------                    ------
                                              
 CURRENT ASSETS
   Cash and temporary cash investments            1                         1
   Advances to affiliates                       296                       296
   Prepayments and other                        186                       186
                                             ------                    ------
                                                483                       483
                                             ------                    ------
 Deferred charges and other assets               32                        32
                                             ------       ------       ------
                                             $3,725      $             $3,725
                                             ======       ======       ======
                                              
 COMMON STOCK EQUITY
   Common stock, $3.50 par value,
     authorized 350,000,000 shares;
     issued and outstanding
     188,738,000 shares                        $663                      $663
   Paid-in capital                              539                       539
   Retained earnings                          1,739                     1,739
                                             ------                    ------
                                              2,941                     2,941
                                             ------                    ------
 CURRENT LIABILITIES                                                         
   Short-term debt                              759                       759
   Accounts payable and other                    13                        13
                                             ------                    ------
                                                772                       772
                                             ------                    ------
 DEFERRED CREDITS                                12                        12
                                             ------       ------       ------
                                             $3,725      $             $3,725
                                             ======       ======       ======
                                              


  <PAGE> 13
CENTRAL AND SOUTH WEST CORPORATION

STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED JUNE 30, 1994
UNAUDITED
(Millions)
                                              
                                              
 INCOME
                                              
   Equity in earnings of subsidiaries
     Central Power and Light Company                            $138
     Public Service Company of Oklahoma                           40
     Southwestern Electric Power Company                          81
     West Texas Utilities Company                                 25
     Transok, Inc.                                                17
     CSW Credit, Inc.                                              7
     CSW Energy, Inc.                                            (5)
     CSW Leasing, Inc.                                             0
     Central and South West Services, Inc.                         0
   Other Income                                                   23
                                                              ------
                                                                $326
                                                              ------
                                                                    
 EXPENSES AND TAXES                                                 
                                                                    
    General and administrative expenses                           28
    Interest expense                                              26
    Federal income taxes                                         (3)
    Other                                                          1
                                                              ------
                                                                  52
                                                              ------
 NET INCOME                                                     $274
                                                              ======



  <PAGE> 14
SOUTHWESTERN ELECTRIC POWER COMPANY
                                              
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1994
UNAUDITED
(Millions)
                                              
                                              Per     Pro Forma       Pro
                                             Books   Adjustments     Forma
                                                                             
 ASSETS                                                                      
                                                                             
 ELECTRIC UTILITY PLANT                                                      
    Production                               $1,398                    $1,398
    Transmission                                354                       354
    Distribution                                697                       697
    General                                     197                       197
    Construction work in progress               155                       155
                                             ------                    ------
                                              2,801                     2,801
    Less - Accumulated depreciation             986                       986
                                             ------                    ------
                                              1,815                     1,815
                                             ------                    ------
 CURRENT ASSETS                                                              
    Cash and temporary cash investments           4                         4
    Accounts receivable                          34                        34
    Materials and supplies, at average costs     27                        27
    Fuel inventory, at average cost              34                        34
    Prepayments and other                        19                        19
                                             ------                    ------
                                                118                       118
                                             ------                    ------
 DEFERRED CHARGES AND OTHER ASSETS               63                        63
                                             ------       ------       ------
                                             $1,996      $             $1,996
                                             ======       ======       ======




  <PAGE> 15
SOUTHWESTERN ELECTRIC POWER COMPANY
                                              
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1994
UNAUDITED
(Millions)
                                              
                                              Per     Pro Forma       Pro
                                             Books   Adjustments     Forma
                                                                    
 CAPITALIZATION AND LIABILITIES                                     
                                                                    
 CAPITALIZATION                                                     
    Common stock, $18 par value; authorized                         
      7,600,000 shares; issued and outstanding                      
      7,536,640 shares                         $136                      $136
    Paid-in capital                             245                       245
    Retained earnings                           287                       287
                                             ------                    ------
      Total common stock equity                 668                       668
                                                                              

    Preferred stock                                                           

      Not subject to mandatory redemption        16                        16
      Subject to mandatory redemption            36                        36
    Long-term debt                              600                       600
                                             ------                    ------
      Total capitalization                    1,320                     1,320
                                             ------                    ------
                                                                              
 CURRENT LIABILITIES                                                          

    Long-term debt due within twelve months       5                         5
    Advances from affiliates                      0                         0
    Accounts payable                             47                        47
    Customer deposits                            14                        14
    Fuel refunds due customers                    4                         4
    Accrued taxes                                45                        45
    Accrued interest                             17                        17
    Accrued restructuring charges                22                        22
    Other                                        23                        23
                                             ------                    ------
                                                177                       177
                                             ------                    ------
 DEFERRED CREDITS                                                             
    Income taxes                                338                       338
    Investment tax credits                       83                        83
    Income tax related regulatory                                           
      liabilities - net                          51                        51
    Other                                        27                        27
                                             ------                    ------
                                                499                       499
                                             ------       ------       ------
                                             $1,996           $0       $1,996
                                             ======       ======       ======

  <PAGE> 16
SOUTHWESTERN ELECTRIC POWER COMPANY                   
                                                       
STATEMENT OF INCOME                                   
FOR THE TWELVE MONTHS ENDED JUNE 30, 1994             
UNAUDITED                                             
(Millions)                                            
                                                       
                                                       
                                                       
 ELECTRIC OPERATING REVENUE                        $870
                                                 ------
                                                       
 OPERATING EXPENSES AND TAXES                          
   Fuel                                             375
   Purchased power                                   17
   Other Operating                                  124
   Restructuring charges                             25
   Maintenance                                       49
   Depreciation and amortization                     77
   Taxes, other than Federal income                  50
   Federal income taxes                              30
                                                 ------
                                                    747
                                                 ------
 OPERATING INCOME                                   123
                                                 ------
 OTHER INCOME AND DEDUCTIONS                          7
                                                 ------
                                                       
 INCOME BEFORE INTEREST CHARGES                     130
                                                 ------
 INTEREST CHARGES                                      
   Interest on long-term debt                        42
   Interest on short-term debt and other              4
                                                 ------
                                                     46
                                                 ------
                                                       
 NET INCOME                                          84
                                                       
 PREFERRED STOCK DIVIDENDS                            3
                                                 ------
 NET INCOME FOR COMMON STOCK                        $81
                                                 ======
  


  <PAGE> 17
SOUTHWESTERN ELECTRIC POWER COMPANY                   
                                                       
STATEMENT OF RETAINED EARNINGS                        
FOR THE TWELVE MONTHS ENDED JUNE 30, 1994             
UNAUDITED                                             
(Millions)                                            
                                                       
                                                       
                                                       
                                                       
 RETAINED EARNINGS AT June 30, 1993                $278
 Add: Net income (loss) for common stock             81
                                                 ------
                                                    359
 Deduct: Common stock dividends                      72
                                                 ------
 RETAINED EARNINGS AT June 30, 1994                $287
                                                 ======



  <PAGE> 18
CENTRAL AND SOUTH WEST CORPORATION                    
AND SUBSIDIARY COMPANIES                              
                                                       
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS               
JUNE 30, 1994                                         
UNAUDITED                                             
(Millions)                                            

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



  <PAGE> 19
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
June 30, 1994, other than in the ordinary course of business.
                                                                    



  <PAGE> 20
CENTRAL AND SOUTH WEST CORPORATION                                 
AND SUBSIDIARY COMPANIES                                           
                                                                    
CAPITALIZATION RATIOS                                              
PER BOOKS AND PRO FORMA                                            
AS OF JUNE 30, 1994                                                
                                                                    
                                             Common                    
                                             Stock     Preferred    Long-term
                                             Equity      Stock       Debt(*)
                                            --------   ---------    ---------
Central and South West
  Corporation and
  Subsidiary Companies
  (Consolidated) Per books                     47.8%        5.3%        46.9%
                                             
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
                                              
Central Power and Light
  Company Per books                            46.3%        7.8%        45.9%
                                              
Central Power and Light
  Company Pro forma                             NO PRO FORMA ADJUSTMENTS
                                              
Public Service Company of
  Oklahoma Per books                           51.2%        2.3%        46.5%
                                              
Public Service Company of
  Oklahoma Pro forma                            NO PRO FORMA ADJUSTMENTS
                                              
Southwestern Electric
  Power Company Per books                      50.6%        3.9%        45.5%
                                              
Southwestern Electric
  Power Company Pro forma                       NO PRO FORMA ADJUSTMENTS
                                              
West Texas Utilities
  Company Per books                            54.4%        1.2%        44.4%
                                              
West Texas Utilities
  Company Pro forma                             NO PRO FORMA ADJUSTMENTS
                                                       
Transok, Inc. Per books                        57.1%        0.0%        42.9%
                                                       
Transok, Inc. Pro forma                         NO PRO FORMA ADJUSTMENTS


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



  <PAGE> 21
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES

CAPITALIZATION RATIOS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1994
                                              
 (CONTINUED)
                                              
                                              
                                             Common                    
                                             Stock   Preferred     Long-term
                                             Equity     Stock         Debt
                                            --------  ---------     ---------
                                                                               

Central and South West                                                         

Services Per books                             0.0%       0.0%        100.0%
                                                       
Central and South West                                
  Services Pro forma                              NO PRO FORMA ADJUSTMENTS
                                                                    



  <PAGE> 22
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
                                                                    

                                                                    

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

  <PAGE> 1

<ARTICLE> OPUR1
<LEGEND>
CENTRAL AND SOUTH WEST CORPORATION CONSOLIDATED FINANCIAL DATA SCHEDULE
</LEGEND>
<MULTIPLIER> 1,000,000

       
<S>                             <C>                     
<PERIOD-TYPE>                   12-MOS                   
<FISCAL-YEAR-END>                          DEC-31-1994  
<PERIOD-END>                               JUN-30-1994  
<BOOK-VALUE>                                  PER-BOOK  
<TOTAL-NET-UTILITY-PLANT>                         7284  
<OTHER-PROPERTY-AND-INVEST>                        589  
<TOTAL-CURRENT-ASSETS>                            1332  
<TOTAL-DEFERRED-CHARGES>                          1614  
<OTHER-ASSETS>                                       0  
<TOTAL-ASSETS>                                   10819  
<COMMON>                                           663  
<CAPITAL-SURPLUS-PAID-IN>                          539  
<RETAINED-EARNINGS>                               1738  
<TOTAL-COMMON-STOCKHOLDERS-EQ>                    2940  
                               36  
                                        292  
<LONG-TERM-DEBT-NET>                              2889  
<SHORT-TERM-NOTES>                                   0  
<LONG-TERM-NOTES-PAYABLE>                            0  
<COMMERCIAL-PAPER-OBLIGATIONS>                       0  
<LONG-TERM-DEBT-CURRENT-PORT>                       33  
                            0  
<CAPITAL-LEASE-OBLIGATIONS>                         17  
<LEASES-CURRENT>                                     3  
<OTHER-ITEMS-CAPITAL-AND-LIAB>                    4609  
<TOT-CAPITALIZATION-AND-LIAB>                    10819  
<GROSS-OPERATING-REVENUE>                         3740  
<INCOME-TAX-EXPENSE>                               136  
<OTHER-OPERATING-EXPENSES>                        3140  
<TOTAL-OPERATING-EXPENSES>                        3276  
<OPERATING-INCOME-LOSS>                            464  
<OTHER-INCOME-NET>                                  99  
<INCOME-BEFORE-INTEREST-EXPEN>                     563  
<TOTAL-INTEREST-EXPENSE>                           270  
<NET-INCOME>                                       293  
                         19  
<EARNINGS-AVAILABLE-FOR-COMM>                      274  
<COMMON-STOCK-DIVIDENDS>                           152  
<TOTAL-INTEREST-ON-BONDS>                          215  
<CASH-FLOW-OPERATIONS>                             584  
<EPS-PRIMARY>                                     1.45  
<EPS-DILUTED>                                     1.45  
        


  <PAGE> 2
<ARTICLE> OPUR1
<CIK> 0000018540
<NAME> CENTRAL AND SOUTH WEST CORPORATION
<MULTIPLIER> 1,000,000
       

<S>                             <C>                     
<PERIOD-TYPE>                   12-MOS                  
<FISCAL-YEAR-END>                          DEC-31-1994          
<PERIOD-END>                               JUN-30-1994           
<BOOK-VALUE>                                  PER-BOOK           
[TOTAL-NET-UTILITY-PLANT]                            0                    
[OTHER-PROPERTY-AND-INVEST]                       3210                       
[TOTAL-CURRENT-ASSETS]                             483                       
[TOTAL-DEFERRED-CHARGES]                            32                       
[OTHER-ASSETS]                                       0                       
[TOTAL-ASSETS]                                    3725                       
[COMMON]                                           663                       
[CAPITAL-SURPLUS-PAID-IN]                          539                       
[RETAINED-EARNINGS]                               1738                       
[TOTAL-COMMON-STOCKHOLDERS-EQ]                    2940                       
[PREFERRED-MANDATORY]                                0                       
[PREFERRED]                                          0                       
[LONG-TERM-DEBT-NET]                                 0                       
[SHORT-TERM-NOTES]                                   0                       
[LONG-TERM-NOTES-PAYABLE]                            0                       
[COMMERCIAL-PAPER-OBLIGATIONS]                     759                       
[LONG-TERM-DEBT-CURRENT-PORT]                        0                       
[PREFERRED-STOCK-CURRENT]                            0                       
[CAPITAL-LEASE-OBLIGATIONS]                          0                       
[LEASES-CURRENT]                                     0                       
[OTHER-ITEMS-CAPITAL-AND-LIAB]                      26                       
[TOT-CAPITALIZATION-AND-LIAB]                     3725                       
[GROSS-OPERATING-REVENUE]                            0                       
[INCOME-TAX-EXPENSE]                               (5)                       
[OTHER-OPERATING-EXPENSES]                          30                       
[TOTAL-OPERATING-EXPENSES]                          25                       
[OPERATING-INCOME-LOSS]                           (25)                       
[OTHER-INCOME-NET]                                 326                       
[INCOME-BEFORE-INTEREST-EXPEN]                     301                       
[TOTAL-INTEREST-EXPENSE]                            27                       
[NET-INCOME]                                       274                       
[PREFERRED-STOCK-DIVIDENDS]                          0                       
[EARNINGS-AVAILABLE-FOR-COMM]                      274                       
[COMMON-STOCK-DIVIDENDS]                           152                       
[TOTAL-INTEREST-ON-BONDS]                            0                       
[CASH-FLOW-OPERATIONS]                            (32)                       
[EPS-PRIMARY]                                     1.45                       
[EPS-DILUTED]                                     1.45                       
        



  <PAGE> 3
<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>                               JUN-30-1994
<BOOK-VALUE>                                  PER-BOOK
[TOTAL-NET-UTILITY-PLANT]                         1815
[OTHER-PROPERTY-AND-INVEST]                          0
[TOTAL-CURRENT-ASSETS]                             118
[TOTAL-DEFERRED-CHARGES]                            63
[OTHER-ASSETS]                                       0
[TOTAL-ASSETS]                                    1996
[COMMON]                                           136
[CAPITAL-SURPLUS-PAID-IN]                          245
[RETAINED-EARNINGS]                                287
[TOTAL-COMMON-STOCKHOLDERS-EQ]                     668
[PREFERRED-MANDATORY]                               36
[PREFERRED]                                         16
[LONG-TERM-DEBT-NET]                               600
[SHORT-TERM-NOTES]                                   0
[LONG-TERM-NOTES-PAYABLE]                            0
[COMMERCIAL-PAPER-OBLIGATIONS]                       0
[LONG-TERM-DEBT-CURRENT-PORT]                        5
[PREFERRED-STOCK-CURRENT]                            0
[CAPITAL-LEASE-OBLIGATIONS]                         16
[LEASES-CURRENT]                                     3
[OTHER-ITEMS-CAPITAL-AND-LIAB]                     652
[TOT-CAPITALIZATION-AND-LIAB]                     1996
[GROSS-OPERATING-REVENUE]                          870
[INCOME-TAX-EXPENSE]                                31
[OTHER-OPERATING-EXPENSES]                         716
[TOTAL-OPERATING-EXPENSES]                         747
[OPERATING-INCOME-LOSS]                            124
[OTHER-INCOME-NET]                                   7
[INCOME-BEFORE-INTEREST-EXPEN]                     131
[TOTAL-INTEREST-EXPENSE]                            46
[NET-INCOME]                                        85
[PREFERRED-STOCK-DIVIDENDS]                          4
[EARNINGS-AVAILABLE-FOR-COMM]                       81
[COMMON-STOCK-DIVIDENDS]                            77
[TOTAL-INTEREST-ON-BONDS]                           42
[CASH-FLOW-OPERATIONS]                             240
[EPS-PRIMARY]                                      .43
[EPS-DILUTED]                                      .43
        



</TABLE>


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