SOUTHWESTERN ELECTRIC POWER CO
POS AMC, 1997-12-12
ELECTRIC SERVICES
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                                                     File No. 70-8123

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                        AMENDMENT NO. 6 (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 071101

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

                       CENTRAL AND SOUTH WEST CORPORATION

                 (Name of top registered holding company parent)

                        ---------------------------------

                                 Wendy G. Hargus
                                    Treasurer
                       Southwestern Electric Power Company
                       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>








                  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 Post-Effective  Amendment No. 6 (this "Amendment") to
the Form U-1 Application in File No. 70-8123 (the "Application") for the purpose
of amending its Application solely for the purpose of requesting an extension of
the term of the authority  previously granted by the Commission through December
31, 2001. In all other respects, the Application as previously filed and amended
will remain the same. Item 1. Description of Proposed Transaction.
                  By order dated March 31, 1993 (HCAR No. 25776) (the  "Order"),
the  Commission  authorized  SWEPCO  to  provide,  through  December  31,  1994,
environmental  laboratory  services  ("Services"),  including analysis of water,
oils, soil and waste  characterization,  to nonaffiliate entities, and to charge
such  nonaffiliates  for such  Services.  SWEPCO  stated  that  there was excess
capacity  available for sale to  nonaffiliates  because the  laboratory  was not
being utilized by SWEPCO continuously. SWEPCO further stated that providing such
services  to  nonaffiliates  would  not in any way  interfere  with its  utility
business.
         By Order of the  Commission  dated  December 16, 1994 (HCAR No.  26188)
(the "1994  Order"),  the Commission  extended the time of authority  granted to
SWEPCO through December 31, 1997.
         SWEPCO respectfully requests that the Commission extend the term of the
authority  previously  granted in the Order and the 1994 Order through  December
31, 2001.
Item 2.  Fees, Commissions and Expenses.
                  An  estimate  of fees and  expenses  to be paid or incurred by
SWEPCO in connection with the proposed transaction is set forth below:
      Counsel Fees:
               Milbank, Tweed, Hadley & McCloy
               New York, New York . . . . . . . . . . ......   2,000

               Miscellaneous and incidental expenses,
               including travel, telephone, copying
               and postage . . . . . . . . . . . . . . . . .     500
                                                           - - - - -
               TOTAL . . . . . . . . . . . . . . . . .....    $2,500
                                                           =========
 Applicable Statutory Provisions.
                  Sections 9(a) and 10 of the Act and Rule 23 thereunder  are or
may be applicable to the  transaction  proposed  herein.  To the extent that any
other sections of the Act may be applicable to the proposed transaction,  SWEPCO
hereby  requests  appropriate  authority  thereunder.  As this Amendment  merely
requests the extension of the term of authority  previously granted to SWEPCO by
the  Commission,  the  Commission  already  has  determined  that  the  proposed
transaction is appropriate under the Act. Item 4. Regulatory Approval.
                  No  state  regulatory  authority  and  no  federal  regulatory
authority,  other than the Commission under the Act, has  jurisdiction  over the
proposed transaction.
Item 5.  Procedure.
                  SWEPCO  respectfully  requests that the  Commission  issue and
publish no later than December 15, 1997 the requisite  notice under Rule 23 with
respect to the filing of this Amendment, such notice to specify a date not later
than December 30, 1997, as the date after which an order granting and permitting
this Amendment to become effective may be entered by the Commission and that the
Commission enter not later than December 31, 1997, an appropriate order granting
and permitting this Amendment to become effective.
                  SWEPCO  respectfully  requests  that  appropriate  and  timely
action be taken by the  Commission in this matter so that the authority  will be
extended prior to the current authority's expiration on December 31, 1997.
                  No  recommended  decision  by a hearing  officer  or any other
responsible  officer of the  Commission is necessary or required in this matter.
The  Division  of  Investment  Management  of the  Commission  may assist in the
preparation  of the  Commission's  decision in this  matter.  There should be no
thirty-day  waiting  period  between the issuance and the effective  date of any
order issued by the Commission in this matter; and it is respectfully  requested
that any such order be made effective immediately upon the entry thereof.
Item 6.  Exhibits and Financial Statements.

         Exhibit 1 -  Preliminary Opinion of Milbank, Tweed, Hadley & McCloy, 
                      counsel to SWEPCO.

         Exhibit 2 - Financial  Statements  per books and pro
                     forma   as  of   September   30,   1997   of
                     Southwestern   Electric  Power  Company  and
                     consolidated  subsidiaries.

         Exhibit 3 - Proposed Notice of Proceeding.

Item 7.  Environmental Effects.
                  The proposed transaction does not involve major federal action
having a significant  effect on the human  environment.  To the best of SWEPCO's
knowledge no federal agency has prepared or is preparing an environmental impact
statement with respect to the proposed transaction.


<PAGE>


                                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:  December 12, 1997

                  SOUTHWESTERN ELECTRIC POWER COMPANY


                  By:/s/ WENDY G. HARGUS
                    Wendy G. Hargus
                    Treasurer


<PAGE>


                                INDEX OF EXHIBITS


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

  1               Preliminary Opinion of Milbank, Tweed,      Electronic
                  Hadley & McCloy, counsel to SWEPCO.

  2               Financial Statements as of September        Electronic
                  30, 1997, of Southwestern Electric
                  Power Company and consolidated
                  subsidiaries.

  3               Proposed Notice of Proceeding.              Electronic




                                                        

                                                            EXHIBIT 1
                         Milbank, Tweed, Hadley & McCloy
                             1 Chase Manhattan Plaza
                            New York, New York 10005

                               December 12, 1997



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                           Re:      Southwestern Electric Power Company
                                    Post-Effective Amendment No. 6 to the
                                    Form U-1 Application in File No. 70-8123

Dear Sirs:

                  We refer to  Post-Effective  Amendment No. 6 (the "Amendment")
to the Form U-1  Application in File No. 70-8123 (the  "Application")  under the
Public Utility Holding  Company Act of 1935, as amended (the "1935 Act"),  filed
by Southwestern Electric Power Company ("SWEPCO"),  a Delaware corporation and a
wholly-owned  electric utility subsidiary of Central and South West Corporation,
a Delaware  corporation and a registered holding company, to extend its existing
authority to provide certain  environmental  laboratory services to nonassociate
entities  from time to time through  December 31, 2001 (the  "Transaction"),  as
more fully  described in the  Application  and the  Amendment.  We have acted as
counsel for SWEPCO in connection with the filing of the Amendment.

                  We  have  examined  originals,  or  copies  certified  to  our
satisfaction,  of such  corporate  records  of  SWEPCO,  certificates  of public
officials,  certificates  of officers  and  representatives  of SWEPCO and other
documents  as we have deemed it necessary to require as a basis for the opinions
hereinafter  expressed.  In such  examination we have assumed the genuineness of
all  signatures  and  the  authenticity  of  all  documents  submitted  to us as
originals and the conformity with the originals of all documents submitted to us
as copies and the authenticity of the originals of such latter documents.  As to
various questions of fact material to such opinions we have, when relevant facts
were not  independently  established,  relied upon  certificates  by officers of
SWEPCO and other appropriate persons and statements contained in the Amendment.

                  Based  upon  the   foregoing,   and  having  regard  to  legal
considerations which we deem relevant,  we are of the opinion that, in the event
that the proposed Transaction is consummated in accordance with the Application,
as it may be amended,  and subject to the  assumptions  and conditions set forth
below:

                  1. All state laws  applicable to the proposed  Transaction  as
         described in the  Application and the Amendment will have been complied
         with.

                  2. The  consummation of the proposed  Transaction as described
         in the  Application and the Amendment will not violate the legal rights
         of the  lawful  holders  of any  securities  issued  by  SWEPCO  or any
         associate company of SWEPCO.

                  The  opinions  expressed  above  in  respect  of the  proposed
Transaction as described in the Application and the Amendment are subject to the
following assumptions or conditions:

                  a.       The  Transaction  shall have been duly authorized and
                           approved  to the extent  required by state law by the
                           Board of Directors of SWEPCO.

                  b.       The  Securities  and Exchange  Commission  shall have
                           duly entered an appropriate  order or orders granting
                           and permitting the Amendment to become effective with
                           respect to the Transaction described therein.

                  c.       The  Transaction  shall  have  been  accomplished  in
                           accordance with required  approvals,  authorizations,
                           consents,   certificates  and  orders  of  any  state
                           commission  or  regulatory   authority  with  respect
                           thereto,    and   all   such   required    approvals,
                           authorizations,  consents,  certificates  and  orders
                           shall have been  obtained and remain in effect at the
                           closing thereof.

                  d.       No act or event other than as described  herein shall
                           have  occurred  subsequent  to the date hereof  which
                           would change the opinions expressed above.

                  We hereby  consent to the use of this opinion as an exhibit to
the Amendment.

                                           Very truly yours,


                                           MILBANK, TWEED, HADLEY & McCLOY






 INDEX                                                             EXHIBIT 2
 TO
 FINANCIAL STATEMENTS


 CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES

 Consolidated Balance Sheets - Per Books and Pro Forma
   as of September 30, 1997

 Consolidated Statement of Income for the Twelve Months Ended
   September 30, 1997

 Consolidated Statement of Retained Earnings for the Twelve Months Ended
   September 30, 1997


 CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)

 Balance Sheets - Per Books and Pro Forma as of September 30, 1997

 Statement of Income for the Twelve Months Ended September 30, 1997


 SOUTHWESTERN ELECTRIC POWER COMPANY

 Balance Sheets - Per Books and Pro Forma as of September 30, 1997

 Statement of Income for the Twelve Months Ended September 30, 1997

 Statement of Retained Earnings for the Twelve Months Ended
   September 30, 1997


 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS

 STATEMENT OF CHANGES

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1997
 UNAUDITED
 (Millions)

                                                 Per     Pro Forma    Pro
                                                Books    Adjustments Forma
                                             --------------------------------

 ASSETS

 FIXED ASSETS
   Electric utility plant
     Production                                  $5,825               $5,825
     Transmission                                 1,561                1,561
     Distribution                                 4,352                4,352
     General                                      1,358                1,358
     Construction work in progress                  169                  169
     Nuclear fuel                                   195                  195
   Other Diversified                                191                  191
                                             --------------------------------
                                                 13,651               13,651
   Less - Accumulated depreciation                5,117                5,117
                                             --------------------------------
                                                  8,534                8,534
                                             --------------------------------
 CURRENT ASSETS
   Cash and temporary cash investments              390                  390
   Accounts receivable                            1,208                1,208
   Materials and supplies, at average cost          176                  176
   Electric fuel inventory                           71                   71
   Under-recovered fuel costs                        99                   99
   Prepayments and other                             58                   58
                                             --------------------------------
                                                  2,002                2,002
                                             --------------------------------
 DEFERRED CHARGES AND OTHER ASSETS
   Deferred plant costs                             505                  505
   Mirror CWIP asset - net                          289                  289
   Other non-utility investments                    441                  441
   Income tax related regulatory assets, net        248                  248
   Goodwill                                       1,405                1,405
   Other                                            379                  379
                                             --------------------------------
                                                  3,267                3,267
                                             --------------------------------

                                                $13,803        $0    $13,803
                                             ================================

 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1997
 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 212,200,000 shares     $743                 $743
     Paid-in capital                              1,039                1,039
     Retained earnings                            1,815                1,815
     Foreign currency translation and other          33                   33
                                             --------------------------------
     Total Common Stock Equity                    3,630                3,630
                                             --------------------------------

   Preferred stock
     Not subject to mandatory redemption            176                  176
     Subject to mandatory redemption                 26                   26
   Subsidiary obligated, mandatorily redeemable,
     trust preferred securities                     323                  323
   Long-term debt                                 3,933                3,933
                                             --------------------------------
     Total Capitalization                         8,088                8,088
                                             --------------------------------
 CURRENT LIABILITIES
   Long-term debt/preferred stock
     due within twelve months                       204                  204
   Short-term debt                                  439                  439
   Short-term debt - CSW Credit                     849                  849
    Loan Notes                                       65                   65
   Accounts payable                                 510                  510
   Accrued taxes                                    447                  447
   Accrued interest                                 129                  129
   Other                                            303                  303
                                             --------------------------------
                                                  2,946                2,946
                                             --------------------------------
 DEFERRED CREDITS
   Accumulated deferred income taxes              2,235                2,235
   Investment tax credits                           282                  282
   Other                                            252                  252
                                             --------------------------------
                                                  2,769                2,769
                                             --------------------------------

                                                $13,803        $0    $13,803
                                             ================================


 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENT OF INCOME
 FOR THE TWELVE MONTHS SEPTEMBER 30, 1997
 UNAUDITED
 (Millions)



 OPERATING REVENUES                              $5,174
                                             -----------

 OPERATING EXPENSES AND TAXES
   U.S. Electric fuel and purchased power         1,237
   United Kingdom Cost of Sales                   1,298
   Operating and maintenance                      1,086
   Depreciation and amortization                    467
   Taxes, other than income                         183
   Income taxes                                     151
                                             -----------

                                                  4,422
                                             -----------

 OPERATING INCOME                                   752
                                             -----------

 OTHER INCOME AND DEDUCTIONS                         34
                                             -----------

 INCOME BEFORE INTEREST CHARGES                     786
                                             -----------

 INTEREST AND OTHER CHARGES
   Interest on long-term debt                       336
   Distributions on trust preferred securities       11
   Interest on short-term debt and other             77
                                             -----------

                                                    424
                                             -----------


 INCOME FROM CONTINUING OPERATIONS                  361
                                             -----------

 DISCONTINUED OPERATIONS
   Gain on the sale of discontinued 
     operations, net of tax of $0.07                  7
                                             -----------

 INCOME BEFORE EXTRAORDINARY ITEM                   368

 EXTRAORDINARY ITEM - UK Windfall Profits Tax      (176)
                                             -----------

 NET INCOME                                         192
   Less: preferred stock dividends                   14
   Gain on reacquired preferred stock                10
                                             -----------

 NET INCOME FOR COMMON STOCK                       $188
                                             ===========


 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES
 CONSOLIDATED STATEMENT OF RETAINED EARNINGS
 FOR THE TWELVE MONTHS SEPTEMBER 30, 1997
 UNAUDITED
 (Millions)



 RETAINED EARNINGS AT SEPTEMBER 30, 1996         $1,996

 Add: Net income for common stock                   188
                                             -----------

                                                  2,184
                                             -----------

 Deduct: Common stock dividends                     369
         Retained earnings adjustment                 0
                                             -----------

 RETAINED EARNINGS AT SEPTEMBER 30, 1997         $1,815
                                             ===========

 CENTRAL AND SOUTH WEST CORPORATION

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1997
 UNAUDITED
 (Millions)

                                                 Per     Pro Forma    Pro
                                                Books    Adjustments Forma
                                             --------------------------------

 ASSETS

 FIXED ASSETS
   Electric utility plant
     General                                         $1                   $1
   Less - Accumulated depreciation                   (1)                  (1)
                                             --------------------------------

 NET PLANT                                            0                    0

 INVESTMENTS IN COMMON STOCK
   OF SUBSIDIARY COMPANIES (at equity)            3,951                3,951
                                             --------------------------------


 CURRENT ASSETS
   Cash and temporary cash investments                2                    2
   Accounts and interest receivable - Affiliated    128                  128
   Prepayments and other                              4                    4
                                             --------------------------------

                                                    134                  134
                                             --------------------------------

 DEFERRED CHARGES AND OTHER ASSETS                   14                   14
                                             --------------------------------

                                                 $4,099        $0     $4,099
                                             ================================


 CAPITALIZATION
  Common Stock Equity -
   Common stock, $3.50 par value;
     authorized 350,000,000 shares;
     issued and outstanding 212,200,000 shares     $743                 $743
   Paid-in capital                                1,039                1,039
   Retained earnings                              1,815                1,815
   Foreign currency translation and other             5                    5
                                             --------------------------------

      Total Common Stock Equity                   3,602                3,602
                                             --------------------------------


   Long-term debt                                     0                    0
                                             --------------------------------

     Total Capitalization                         3,602                3,602
                                             --------------------------------


 CURRENT LIABILITIES
   Short-term debt                                  439                  439
   Accounts payable and other                        60                   60
                                             --------------------------------

                                                    499                  499
                                             --------------------------------

 DEFERRED CREDITS                                    (2)                  (2)
                                             --------------------------------

                                                 $4,099        $0     $4,099
                                             ================================



 CENTRAL AND SOUTH WEST CORPORATION

 STATEMENT OF INCOME
 FOR THE TWELVE MONTHS SEPTEMBER 30, 1997
 UNAUDITED
 (Millions)


 INCOME

   Equity in earnings of subsidiaries
     Central Power and Light Company                         $122
     Public Service Company of Oklahoma                        55
     Southwestern Electric Power Company                       96
     West Texas Utilities Company                              24
     SEEBOARD U.S.A.                                          (58)
     CSW Credit, Inc.                                           9
     CSW Energy, Inc.                                           6
     CSW Leasing, Inc.                                          1
     CSW International, Inc.                                   (4)
     CSW Communications, Inc.                                  (7)
     Enershop Inc.                                             (2)
     Central and South West Services, Inc.                      0
   Other Income                                                21
                                                        ----------

                                                             $263
                                                        ----------

 EXPENSES AND TAXES

    General and administrative expenses                        65
    Depreciation and amortization expense                       1
    Interest expense                                           38
    Taxes, other than income                                    2
    Federal income taxes                                      (24)
                                                        ----------

                                                               82
                                                        ----------

 DISCONTINUED OPERATIONS
    Gain on sale of discontinued operations, net 
      of tax of $0.07                                           7
                                                        ----------


 NET INCOME                                                  $188
                                                        ==========


 SOUTHWESTERN ELECTRIC POWER COMPANY

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1997
 UNAUDITED
 (Millions)

                                                 Per     Pro Forma    Pro
                                                Books    Adjustments Forma
                                             --------------------------------

 ASSETS

 FIXED ASSETS
   Electric utility plant
    Production                                   $1,390               $1,390
    Transmission                                    468                  468
    Distribution                                    859                  859
    General                                         310                  310
    Construction work in progress                    35                   35
                                             --------------------------------

                                                  3,062                3,062
    Less - Accumulated depreciation               1,209                1,209
                                             --------------------------------

                                                  1,853                1,853
                                             --------------------------------

 CURRENT ASSETS
    Cash and temporary cash investments              27                   27
    Accounts receivable                              56                   56
    Materials and supplies, at average costs         25                   25
    Fuel inventory                                   29                   29
    Under-recovered fuel costs                       19                   19
    Prepayments and other                            16                   16
                                             --------------------------------

                                                    172                  172
                                             --------------------------------

 DEFERRED CHARGES AND OTHER ASSETS                   85                   85
                                             --------------------------------

                                                 $2,110        $0     $2,110
                                             ================================


 SOUTHWESTERN ELECTRIC POWER COMPANY

 BALANCE SHEETS
 PER BOOKS AND PRO FORMA
 AS OF SEPTEMBER 30, 1997
 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                               349                  349
                                             --------------------------------

      Total common stock equity                     730                  730

    Preferred stock
      Not subject to mandatory redemption             5                    5
      Subject to mandatory redemption                26                   26
    SWEPCO obligated, mandatorily redeemable,
      trust preferred securities                    106                  106
    Long-term debt                                  547                  547
                                             --------------------------------

      Total capitalization                        1,414                1,414
                                             --------------------------------


 CURRENT LIABILITIES
    Long-term debt and preferred stock due
       within twelve months                           4                    4
    Accounts payable                                 58                   58
    Payable to affiliates                            60                   60
    Customer deposits                                12                   12
    Accrued taxes                                    42                   42
   Accumulated deferred income taxes                  8                    8
    Accrued interest                                 12                   12
    Other                                            12                   12
                                             --------------------------------

                                                    208                  208
                                             --------------------------------

 DEFERRED CREDITS
   Accumulated deferred income taxes                393                  393
    Investment tax credits                           68                   68
    Income tax related regulatory liabilities, net   18                   18
    Other                                             9                    9
                                             --------------------------------

                                                    488                  488
                                             --------------------------------

                                                 $2,110        $0     $2,110
                                             ================================


 SOUTHWESTERN ELECTRIC POWER COMPANY

 STATEMENT OF INCOME
 FOR THE TWELVE MONTHS SEPTEMBER 30, 1997
 UNAUDITED
 (Millions)



 ELECTRIC OPERATING REVENUE                        $927
                                             -----------


 OPERATING EXPENSES AND TAXES
   Fuel                                             382
   Purchased power                                   24
   Other Operating                                  143
   Maintenance                                       44
   Depreciation and amortization                     95
   Taxes, other than income                          54
   Income taxes                                      41
                                             -----------

                                                    783
                                             -----------

 OPERATING INCOME                                   144
                                             -----------

 OTHER INCOME AND DEDUCTIONS                          2
                                             -----------

 INCOME BEFORE INTEREST CHARGES                     146
                                             -----------

 INTEREST AND OTHER CHARGES
   Interest on long-term debt                        41
   Distributions on trust preferred securities        4
   Interest on short-term debt and other              4
                                             -----------

                                                     49
                                             -----------


 NET INCOME                                          97

   Less: preferred stock dividends                    3
   Gain on reacquired preferred stock                 2
                                             -----------

 NET INCOME FOR COMMON STOCK                        $96
                                             ===========


 SOUTHWESTERN ELECTRIC POWER COMPANY

 STATEMENT OF RETAINED EARNINGS
 FOR THE TWELVE MONTHS SEPTEMBER 30, 1997
 UNAUDITED
 (Millions)




 RETAINED EARNINGS AT SEPTEMBER 30, 1996           $325
 Add: Net income (loss) for common stock             96
                                             -----------

                                                    421
 Deduct: Common stock dividends                      72
                                             -----------

 RETAINED EARNINGS AT SEPTEMBER 30, 1997           $349
                                             ===========


 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES

 PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
 SEPTEMBER 30, 1997
 UNAUDITED
 (Millions)
                                                           DR         CR
                                                        ---------------------

 CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES

          None

 CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)

          None

 SOUTHWESTERN ELECTRIC POWER COMPANY

          None

 CENTRAL AND SOUTH WEST CORPORATION
 AND SUBSIDIARY COMPANIES

 STATEMENT OF CHANGES

      There have been no significant changes in the financial statements of
 Central and South West Corporation and subsidiary companies subsequent to
 September 30, 1997, other than in the ordinary course of business.




 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 1996 Combined Annual Report on Form 10-K are hereby
 incorporated by reference and made a part of this report.



                                                          Page
                                                        Reference

 1996 Combined Annual Report on Form 10-K         pages 2-39 through 2-71





<TABLE> <S> <C>

<ARTICLE>  UT
<SUBSIDIARY>
<NUMBER> 001
<NAME> CENTRAL AND SOUTH WEST CORPORATION
<MULTIPLIER> 1,000,000
       
<S>                                          <C>
<PERIOD-TYPE>                                12-MOS
<FISCAL-YEAR-END>                                              Dec-31-1997
<PERIOD-END>                                                   Sep-30-1997
<BOOK-VALUE>                                                      PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                                            8,345
<OTHER-PROPERTY-AND-INVEST>                                            189
<TOTAL-CURRENT-ASSETS>                                               2,002
<TOTAL-DEFERRED-CHARGES>                                               505
<OTHER-ASSETS>                                                       2,762
<TOTAL-ASSETS>                                                      13,803
<COMMON>                                                               743
<CAPITAL-SURPLUS-PAID-IN>                                            1,039
<RETAINED-EARNINGS>                                                  1,848
<TOTAL-COMMON-STOCKHOLDERS-EQ>                                       3,630
                                                   26
                                                            499
<LONG-TERM-DEBT-NET>                                                 3,887
<SHORT-TERM-NOTES>                                                       0
<LONG-TERM-NOTES-PAYABLE>                                               40
<COMMERCIAL-PAPER-OBLIGATIONS>                                       1,288
<LONG-TERM-DEBT-CURRENT-PORT>                                          201
                                                1
<CAPITAL-LEASE-OBLIGATIONS>                                              6
<LEASES-CURRENT>                                                         2
<OTHER-ITEMS-CAPITAL-AND-LIAB>                                       4,223
<TOT-CAPITALIZATION-AND-LIAB>                                       13,803
<GROSS-OPERATING-REVENUE>                                            5,174
<INCOME-TAX-EXPENSE>                                                   151
<OTHER-OPERATING-EXPENSES>                                           4,271
<TOTAL-OPERATING-EXPENSES>                                           4,422
<OPERATING-INCOME-LOSS>                                                752
<OTHER-INCOME-NET>                                                      34
<INCOME-BEFORE-INTEREST-EXPEN>                                         786
<TOTAL-INTEREST-EXPENSE>                                               424
<NET-INCOME>                                                           192
                                             14
<EARNINGS-AVAILABLE-FOR-COMM>                                          188
<COMMON-STOCK-DIVIDENDS>                                               368
<TOTAL-INTEREST-ON-BONDS>                                              195
<CASH-FLOW-OPERATIONS>                                                 830
<EPS-PRIMARY>                                                         0.61
<EPS-DILUTED>                                                         0.61
        





</TABLE>

<TABLE> <S> <C>

<ARTICLE>  UT
<SUBSIDIARY>
<NUMBER> 002
<NAME>  CENTRAL AND SOUTH WEST CORP.
<MULTIPLIER> 1,000,000
       
<S>                                           <C>
<PERIOD-TYPE>                                 12-MOS
<FISCAL-YEAR-END>                                               Dec-31-1997
<PERIOD-END>                                                    Sep-30-1997
<BOOK-VALUE>                                                       PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                                                 0
<OTHER-PROPERTY-AND-INVEST>                                           3,951
<TOTAL-CURRENT-ASSETS>                                                  134
<TOTAL-DEFERRED-CHARGES>                                                  0
<OTHER-ASSETS>                                                           14
<TOTAL-ASSETS>                                                        4,099
<COMMON>                                                                743
<CAPITAL-SURPLUS-PAID-IN>                                             1,039
<RETAINED-EARNINGS>                                                   1,820
<TOTAL-COMMON-STOCKHOLDERS-EQ>                                        3,602
                                                     0
                                                               0
<LONG-TERM-DEBT-NET>                                                      0
<SHORT-TERM-NOTES>                                                        0
<LONG-TERM-NOTES-PAYABLE>                                                 0
<COMMERCIAL-PAPER-OBLIGATIONS>                                          439
<LONG-TERM-DEBT-CURRENT-PORT>                                             0
                                                 0
<CAPITAL-LEASE-OBLIGATIONS>                                               0
<LEASES-CURRENT>                                                          0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                                           58
<TOT-CAPITALIZATION-AND-LIAB>                                         4,099
<GROSS-OPERATING-REVENUE>                                                 0
<INCOME-TAX-EXPENSE>                                                    (24)
<OTHER-OPERATING-EXPENSES>                                               68
<TOTAL-OPERATING-EXPENSES>                                               44
<OPERATING-INCOME-LOSS>                                                 (44)
<OTHER-INCOME-NET>                                                      263
<INCOME-BEFORE-INTEREST-EXPEN>                                          219
<TOTAL-INTEREST-EXPENSE>                                                 38
<NET-INCOME>                                                            188
                                               0
<EARNINGS-AVAILABLE-FOR-COMM>                                           188
<COMMON-STOCK-DIVIDENDS>                                                368
<TOTAL-INTEREST-ON-BONDS>                                                 0
<CASH-FLOW-OPERATIONS>                                                   97
<EPS-PRIMARY>                                                          0.00
<EPS-DILUTED>                                                          0.00
        




</TABLE>

<TABLE> <S> <C>

<ARTICLE>  UT
<CIK>   0000092487
<NAME>  SOUTHWESTERN ELECTRIC POWER COMPANY
<MULTIPLIER> 1,000,000
       
<S>                                      <C>
<PERIOD-TYPE>                            12-MOS
<FISCAL-YEAR-END>                                          Dec-31-1997
<PERIOD-END>                                               Sep-30-1997
<BOOK-VALUE>                                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                                        1,853
<OTHER-PROPERTY-AND-INVEST>                                          0
<TOTAL-CURRENT-ASSETS>                                             172
<TOTAL-DEFERRED-CHARGES>                                             0
<OTHER-ASSETS>                                                      85
<TOTAL-ASSETS>                                                   2,110
<COMMON>                                                           136
<CAPITAL-SURPLUS-PAID-IN>                                          245
<RETAINED-EARNINGS>                                                349
<TOTAL-COMMON-STOCKHOLDERS-EQ>                                     730
                                               26
                                                        111
<LONG-TERM-DEBT-NET>                                               544
<SHORT-TERM-NOTES>                                                   0
<LONG-TERM-NOTES-PAYABLE>                                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                                       0
<LONG-TERM-DEBT-CURRENT-PORT>                                        0
                                            1
<CAPITAL-LEASE-OBLIGATIONS>                                          6
<LEASES-CURRENT>                                                     2
<OTHER-ITEMS-CAPITAL-AND-LIAB>                                     690
<TOT-CAPITALIZATION-AND-LIAB>                                    2,110
<GROSS-OPERATING-REVENUE>                                          927
<INCOME-TAX-EXPENSE>                                                41
<OTHER-OPERATING-EXPENSES>                                         742
<TOTAL-OPERATING-EXPENSES>                                         783
<OPERATING-INCOME-LOSS>                                            144
<OTHER-INCOME-NET>                                                   2
<INCOME-BEFORE-INTEREST-EXPEN>                                     146
<TOTAL-INTEREST-EXPENSE>                                            49
<NET-INCOME>                                                        97
                                          3
<EARNINGS-AVAILABLE-FOR-COMM>                                       96
<COMMON-STOCK-DIVIDENDS>                                            71
<TOTAL-INTEREST-ON-BONDS>                                           39
<CASH-FLOW-OPERATIONS>                                             247
<EPS-PRIMARY>                                                     0.00
<EPS-DILUTED>                                                     0.00
        

</TABLE>

                                                                 EXHIBIT 3


SECURITIES AND EXCHANGE COMMISSION

(Release No. 35 - _______________)

Filings Under the Public Utility Holding Company Act of 1935
("Act")

________________, 1997

                  Notice is hereby given that the following  filing(s)  has/have
been made with the  Commission  pursuant to the  provisions of the Act and rules
promulgated   thereunder.   All   interested   persons   are   referred  to  the
application(s)  and/or  declaration(s)  for complete  statements of the proposed
transaction(s)  summarized below. The application(s)  and/or  declaration(s) and
any  amendment(s)  thereto is/are  available for public  inspection  through the
Commission's Office of Public Reference.
                  Interested  persons wishing to comment or request a hearing on
the application(s) and/or declaration(s) should submit their views in writing by
__________,   1997  to  the  Secretary,   Securities  and  Exchange  Commission,
Washington,  D.C. 20549,  and serve a copy on the relevant  applicant(s)  and/or
declarant(s) at the address(es)  specified below. Proof of service (by affidavit
or, in the case of an attorney at law, by certificate)  should be filed with the
request. Any request for hearing shall identify  specifically the issues of fact
or law that are  disputed.  A person who so  requests  will be  notified  of any
hearing,  if ordered,  and will  receive a copy of any notice or order issued in
the matter. After said date, the application(s) and/or declaration(s),  as filed
or as amended, may be granted and/or permitted to become effective.
Southwestern Electric Power Company (70-8123)
                  Southwestern Electric Power Company ("SWEPCO"), a wholly-owned
electric utility subsidiary of Central and South West Corporation,  a registered
holding  company,  has  filed  an  post-effective  amendment  to  the  Form  U-1
Application  in this  file  under  Sections  9(a)  and 10 of the Act and Rule 23
thereunder,  in which amendment SWEPCO seeks to extend the term of the authority
previously granted by the Commission through December 31, 2001.
                  By order dated March 31, 1993 (HCAR No. 25776) (the  "Order"),
the  Commission  authorized  SWEPCO  to  provide,  through  December  31,  1994,
environmental  laboratory  services  ("Services"),  including analysis of water,
oils, soil and waste  characterization,  to nonaffiliate entities, and to charge
such  nonaffiliates  for such  Services.  SWEPCO  stated  that  there was excess
capacity  available for sale to  nonaffiliates  because the  laboratory  was not
being utilized by SWEPCO continuously. SWEPCO further stated that providing such
services  to  nonaffiliates  would  not in any way  interfere  with its  utility
business.
         By Order of the  Commission  dated  December 16, 1994 (HCAR No.  26188)
(the "1994  Order"),  the Commission  extended the time of authority  granted to
SWEPCO through December 31, 1997.
         SWEPCO respectfully requests that the Commission extend the term of the
authority  previously  granted in the Order and the 1994 Order through  December
31, 2001.
                  For the Commission,  by the Division of Investment Management,
pursuant to delegated authority.

                                           Jonathan G. Katz
                                           Secretary




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