<PAGE> 1

                  SECURITIES AND EXCHANGE COMMISSION
                                   
                        Washington, D.C. 20549
                                   
                               FORM 10-Q/A
     (X) COMBINED QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
               For the Quarter Ended September 30, 1995
                                  OR
         ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
              For the Transition Period from _____to_____
                                   
Commission        Registrant, State of Incorporation,        I.R.S. Employer
File Number         Address and Telephone Number             Identification No.

1-1443            Central and South West Corporation            51-0007707
                  (A Delaware Corporation)
                  1616 Woodall Rodgers Freeway
                  Dallas, Texas 75202-1234
                  (214) 777-1000

0-346             Central Power and Light Company               74-0550600
                  (A Texas Corporation)
                  539 North Carancahua Street
                  Corpus Christi, Texas 78401-2802
                  (512) 881-5300

0-343             Public Service Company of Oklahoma            73-0410895
                  (An Oklahoma Corporation)
                  212 East 6th Street
                  Tulsa, Oklahoma 74119-1212
                  (918) 599-2000

1-3146            Southwestern Electric Power Company           72-0323455
                  (A Delaware Corporation)
                  428 Travis Street
                  Shreveport, Louisiana 71156-0001
                  (318) 222-2141

0-340             West Texas Utilities Company                  75-0646790
                  (A Texas Corporation)
                  301 Cypress Street
                  Abilene, Texas 79601-5820
                  (915) 674-7000

      Indicate by check mark whether the Registrants (1)  have
filed  all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12
months  (or for such shorter period that the Registrants  were
required  to file such reports), and (2) have been subject  to
such filing requirements for the past 90 days.  Yes  X  No

Common Stock Outstanding at November 3, 1995            Shares
Central and South West Corporation                   192,397,599
Central Power and Light Company                        6,755,535
Public Service Company of Oklahoma                     9,013,000
Southwestern Electric Power Company                    7,536,640
West Texas Utilities Company                           5,488,560

      This  combined Form 10-Q is separately filed by  Central
and  South West Corporation, Central Power and Light  Company,
Public  Service  Company  of Oklahoma,  Southwestern  Electric
Power  Company and West Texas Utilities Company.   Information
contained  herein  relating to any  individual  Registrant  is
filed  by  such  Registrant on its  own  behalf.   Each  other
Registrant makes no representation as to information  relating
to the other Registrants.
        
<PAGE> 2        
    CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
                                
             INDEX TO QUARTERLY REPORT ON FORM 10-Q
                       SEPTEMBER 30, 1995
                                                                    Page
                                                                   Number
GLOSSARY OF TERMS                                                    3-4
                 PART I - FINANCIAL INFORMATION
                                
Item 1. Financial Statements.  (Unaudited)

     Central and South West Corporation and Subsidiary Companies     5
      Consolidated Statements of Income                              6
      Consolidated Balance Sheets                                    7-8
      Consolidated Statements of Cash Flows                          9
      Results of Operations                                          10-13
     Central Power and Light Company                                 14
      Statements of Income                                           15
      Balance Sheets                                                 16-17
      Statements of Cash Flows                                       18
      Results of Operations                                          19-21
     Public Service Company of Oklahoma                              22
      Consolidated Statements of Income                              23
      Consolidated Balance Sheets                                    24-25
      Consolidated Statements of Cash Flows                          26
      Results of Operations                                          27-29
     Southwestern Electric Power Company                             30
      Statements of Income                                           31
      Balance Sheets                                                 32-33
      Statements of Cash Flows                                       34
      Results of Operations                                          35-37
     West Texas Utilities Company                                    38
      Statements of Income                                           39
      Balance Sheets                                                 40-41
      Statements of Cash Flows                                       42
      Results of Operations                                          43-45
     Index to Notes to Financial Statements                          46
      Notes to Financial Statements                                  47-54

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations.                                   55-57

                   PART II - OTHER INFORMATION
Item 1. Legal Proceedings.                                           58-61

Item 2. Changes in Securities.                                   Inapplicable

Item 3. Defaults Upon Senior Securities.                         Inapplicable

Item 4. Submission of Matters to a Vote of Security Holders.     Inapplicable

Item 5. Other Information.                                           61-62

Item 6. Exhibits and Reports on Form 8-K.                            63-64

     Signatures.                                                     65

<PAGE> 3
GLOSSARY OF TERMS
The following abbreviations or acronyms used in this text are defined below:

Abbreviation or Acronym       Definition
AFUDC........................ Allowance for Equity and Borrowed Funds Used
                              During Construction
ALJ.......................... Administrative Law Judge
ANI.......................... American Nuclear Insurance
Burlington Northern.......... Burlington Northern Railroad Company
Court of Appeals............. Court of Appeals, Third District of Texas, 
                              Austin, Texas
CPL.......................... Central Power and Light Company, Corpus Christi, 
                              Texas
CPL 1995 Agreement........... Settlement Agreement filed by CPL with the Texas
                              Commission to settle certain CPL regulatory  
                              matters
CSW.......................... Central and South West Corporation, Dallas, Texas
CSW Credit................... CSW Credit, Inc., Dallas, Texas
CSW International............ CSW International, Inc., Dallas, Texas, a wholly
                              owned subsidiary of CSW
CSW Suit..................... Suit filed by CSW against El Paso in the United
                              States Bankruptcy Court in Austin, Texas
CSW System................... Central and South West Corporation and 
                              subsidiaries
CSW (UK)..................... CSW  (UK) plc, a public limited company 
                              organized in the United Kingdom which is wholly  
                              owned, indirectly through subsidiaries, by CSW
                              International
CSW UK Investments........... CSW UK Investments, an unlimited company organized
                              in the United Kingdom which is wholly owned,
                              indirectly through subsidiaries, by CSW 
                              International
CSWE......................... CSW Energy, Inc., Dallas, Texas
CWIP......................... Construction work in progress
Electric Operating Companies. CPL, PSO, SWEPCO and WTU
El Paso...................... El Paso Electric Company
El Paso Suit................. Suit filed by El Paso against CSW in state
                              district court in El Paso, Texas
EPA.......................... Environmental Protection Agency
ERCOT........................ Electric Reliability Council of Texas
FMB.......................... First Mortgage Bonds
HLP.......................... Houston Lighting & Power Company, the project
                              manager of STP
Kwh.......................... Kilowatt-hour
Merger....................... The proposed merger whereby El Paso would become
                              a wholly owned subsidiary of CSW 
Merger Agreement............. Agreement and Plan of Merger between El Paso and
                              CSW, dated as of May 8, 1993, as amended
MDEQ......................... Mississippi Department of Environmental Quality
MGP.......................... Manufactured gas plant or coal gasification plant
Mirror CWIP.................. Mirror Construction Work in Progress
Mississippi Power............ Mississippi Power Company
Mmbtu........................ Million Btu (British thermal unit)
Mw........................... Megawatt
NEIL......................... Nuclear Electric Insurance Limited
North West Water............. North West Water plc, a water utility company
                              organized in the United Kingdom
Norweb....................... NORWEB plc, a regional electric company organized 
                              in the United Kingdom
NRC.......................... Nuclear Regulatory Commission
Oklaunion.................... Oklaunion Power Station Unit No. 1
PCB.......................... Polychlorinated Biphenyl
PCRB......................... Pollution Control Revenue Bonds
PRP.......................... Potentially Responsible Party
PSO.......................... Public Service Company of Oklahoma, Tulsa, 
                              Oklahoma
PURA......................... Public Utility Regulatory Act of the State of
                              Texas
Registrants.................. CSW, CPL, PSO, SWEPCO and WTU
Restructuring................ Restructuring undertaken by the CSW System in
                              November 1993
RFP.......................... Rate Filing Package
SEC.......................... Securities and Exchange Commission
SEEBOARD..................... SEEBOARD plc, a regional electric company 
                              organized in the United Kingdom
STP.......................... South Texas Project nuclear electric generating
                              station
SWEPCO....................... Southwestern Electric Power Company, Shreveport,
                              Louisiana
Texas Commission............. Public Utility Commission of Texas
Texas Energy Partners........ A public limited company organized in the United
                              Kingdom owned indirectly 50% by CSW and 50% by 
                              Houston Industries, Inc., through wholly owned 
                              subsidiaries
<PAGE> 4
GLOSSARY OF TERMS (continued)
The following abbreviations or acronyms used in this text are defined below:

Abbreviation or Acronym       Definition
Transok...................... Transok, Inc. and subsidiaries, Tulsa, Oklahoma
TSCA......................... Toxic Substance Control Act of 1976
Westinghouse................. Westinghouse Electric Corporation
WTU.......................... West Texas Utilities Company, Abilene, Texas
WTU Settlement and Agreement. Stipulation and Agreement to settle certain WTU
                              regulatory matters
<PAGE> 5

CSW

               CENTRAL AND SOUTH WEST CORPORATION
                    AND SUBSIDIARY COMPANIES
                                



                 PART I.  FINANCIAL INFORMATION.
                                
                 Item 1.  Financial Statements.










<PAGE> 6        
        CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES

                    CONSOLIDATED STATEMENTS OF INCOME
                              (Unaudited)


                                          Three Months Ended  Nine Months Ended
                                             September 30,      September 30,
                                            1995      1994     1995      1994
REVENUES                                 (millions, except per share amounts)
  Electric                                $   933   $   951   $2,221    $2,409
  Gas                                         139       110      409       398
  Other diversified                            15        12       36        25
                                            1,087     1,073    2,666     2,832

OPERATING EXPENSES AND TAXES
  Fuel and purchased power                    305       338      797       918
  Gas purchased for resale                     76        53      224       223
  Gas extraction and marketing                 28        24       80        69
  Other operating                             140       149      398       445
  Charges for terminated Merger                --        --       42        --
  Maintenance                                  36        39      114       125
  Depreciation and amortization                94        89      280       265
  Taxes, other than Federal income             54        53      140       153
  Federal income taxes                         87        89       64       150
                                              820       834    2,139     2,348

OPERATING INCOME                              267       239      527       484

OTHER INCOME AND DEDUCTIONS
  Mirror CWIP liability amortization           10        17       31        51
  Other                                        11        10       45        25
                                               21        27       76        76

INCOME BEFORE INTEREST CHARGES                288       266      603       560

INTEREST CHARGES
  Interest on long-term debt                   60        56      172       164
  Interest on short-term debt and other        25        21       77        52
                                               85        77      249       216

NET INCOME                                    203       189      354       344
  Preferred stock dividends                     4         5       14        14
NET INCOME FOR COMMON STOCK               $   199   $   184  $   340   $   330

AVERAGE COMMON SHARES OUTSTANDING           191.9     189.6    191.4     189.1

EARNINGS PER SHARE OF COMMON STOCK        $  1.04   $  0.97  $  1.78   $  1.75
DIVIDENDS PAID PER SHARE OF COMMON STOCK  $  0.43   $ 0.425  $  1.29   $ 1.275



 The accompanying notes to consolidated financial statements as they relate
              to CSW are an integral part of these statements.

<PAGE> 7
         CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES

                       CONSOLIDATED BALANCE SHEETS

                                                   September 30,   December 31,
                                                      1995            1994
                                                   (Unaudited)
ASSETS                                                     (Millions)

PLANT
  Electric Utility
     Production                                     $      5,851   $     5,802
     Transmission                                          1,442         1,377
     Distribution                                          2,641         2,539
     General                                                 807           764
     Construction work in progress                           441           412
     Nuclear fuel                                            164           161
     Total electric                                       11,346        11,055
  Gas                                                        840           798
  Other diversified                                           17            15
                                                          12,203        11,868
  Less - Accumulated depreciation                          4,146         3,870
                                                           8,057         7,998

CURRENT ASSETS
     Cash and temporary cash investments                      61            27
     Accounts receivable                                   1,006           837
     Materials and supplies, at average cost                 169           162
     Electric fuel inventory, substantially at 
       average cost                                          133           118
     Gas inventory/products for resale                        28            23
     Under-recovered fuel costs                               --            54
     Accumulated deferred income taxes                        34             2
     Prepayments and other                                    52            42
                                                           1,483         1,265

DEFERRED CHARGES AND OTHER ASSETS
     Deferred plant costs                                    515           516
     Mirror CWIP asset                                       314           322
     Other non-utility investments                           328           394
     Income tax related regulatory assets, net               278           216
     Other                                                   321           274
                                                           1,756         1,722

                                                    $    11,296    $    10,985








  The accompanying notes to consolidated financial statements as they relate
                  to CSW are an integral part of these statements.

<PAGE> 8            
            CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES

                        CONSOLIDATED BALANCE SHEETS

                                                    September 30,  December 31,
                                                        1995           1994
                                                    (Unaudited)
CAPITALIZATION AND LIABILITIES                              (Millions)

CAPITALIZATION
     Common stock:   $3.50 par value               $        673   $        667
        Authorized shares:   350.0 million
        Outstanding shares:
           September 30, 1995:   192.3 million
           December 31, 1994:   190.6 million
    Paid-in capital                                         597            561
    Retained earnings                                     1,914          1,824
       Total Common Stock Equity                          3,184          3,052
     Preferred stock
       Not subject to mandatory redemption                  292            292
       Subject to mandatory redemption                       34             35
     Long-term debt                                       3,001          2,940
       TOTAL CAPITALIZATION                               6,511          6,319

CURRENT LIABILITIES
     Long-term debt and preferred stock due within
       twelve months                                         32              7
     Short-term debt                                        758            910
     Short-term debt - CSW Credit, Inc.                     786            573
     Accounts payable                                       253            286
     Accrued taxes                                          167            111
     Accrued interest                                        70             61
     Refund due customers                                    22             --
     Over-recovered fuel costs                               35             21
     Other                                                  124            138
                                                          2,247          2,107

DEFERRED CREDITS
     Income taxes                                         2,111          2,048
     Investment tax credits                                 309            320
     Mirror CWIP liability and other                        118            191
                                                          2,538          2,559

                                                   $     11,296   $     10,985








  The accompanying notes to consolidated financial statements as they relate
                 to CSW are an integral part of these statements.



<PAGE> 9
          CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES

                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Unaudited)
                                                             Nine Months Ended
                                                                September 30,
                                                             1995         1994
OPERATING ACTIVITIES                                             (Millions)
     Net Income                                           $    354     $    344
     Non-cash Items Included in Net Income
         Depreciation and amortization                         312          298
         Deferred income taxes and investment tax credits      (41)          49
         Mirror CWIP liability amortization                    (31)         (51)
         Charges for terminated Merger                          42           --
         Regulatory assets established for previously 
           incurred Restructuring charges                      (34)          --
     Changes in Assets and Liabilities
         Accounts receivable                                  (185)         (57)
         Over- and under-recoveries of fuel                     68           13
         Accounts payable                                      (24)         (72)
         Accrued taxes                                          56           79
         Refund due customers                                   22           --
         Accrued restructuring charges                          (4)         (28)
         Other                                                 (30)         (45)
                                                               505          530

INVESTING ACTIVITIES
     Capital expenditures and acquisitions                    (339)        (414)
     Non-affiliated accounts receivable collections            (81)        (124)
     CSWE projects                                              37          (25)
     Other                                                      (3)         (10)
                                                              (386)        (573)

FINANCING ACTIVITIES
     Common stock sold                                          42           35
     Proceeds from issuance of long-term debt                  337          147
     Retirement of long-term debt                               (8)          (2)
     Reacquisition of long-term debt                          (255)         (14)
     Redemption of preferred stock                              --          (33)
     Change in short-term debt                                  61          137
     Payment of dividends                                     (262)        (255)
                                                               (85)          15

NET CHANGE IN CASH AND CASH EQUIVALENTS                         34          (28)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                27           62
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $      61    $      34

SUPPLEMENTARY INFORMATION
     Interest paid less amounts capitalized              $     225    $     194
     Income taxes paid                                   $      68    $      40


   The accompanying notes to consolidated financial statements as they relate
                 to CSW are an integral part of these statements.    


<PAGE> 10                                
   CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES

      Set  forth below is information concerning the consolidated
results  of  operations  for CSW for the  three  and  nine  month
periods  ending  September 30, 1995.  For information  concerning
the  results  of  operations for each of the  Electric  Operating
Companies, see the discussions below under the heading RESULTS OF
OPERATIONS  following the financial statements  of  each  of  the
Electric Operating Companies.

RESULTS OF OPERATIONS

COMPARISON OF THE QUARTERS ENDED SEPTEMBER 30, 1995 AND 1994

     Net Income for Common Stock.  Net income for common stock
increased to $199 million for the third quarter of 1995 compared
to $184 million for the third quarter of 1994.  Earnings per
share increased to $1.04 from $0.97.  Third quarter 1995 earnings
increased due to higher non-fuel electric revenues and lower
operating and maintenance expenses.  Partially offsetting these
factors were lower Mirror CWIP earnings, higher interest expense
and higher depreciation and amortization expense.

     Operating Revenues.  Operating revenues increased 1% to
$1,087 million in the third quarter of 1995 from $1,073 million
in the third quarter of 1994.  This increase reflects higher gas
revenues and non-fuel electric revenues offset partially by
decreased electric fuel revenues.  Gas revenues increased $29
million or 26% to $139 million due to higher gas sales volumes
which was offset in part by lower gas prices.  Electric revenues
decreased 2% or $18 million as compared to the third quarter of
1994 primarily as a result of recording a $21 million reserve for
a base rate refund pursuant to the WTU Settlement and Agreement
in addition to the lower fuel revenues that resulted from the
lower average unit fuel costs as discussed below.  These
decreases were partially offset by higher non-fuel revenues
resulting from higher sales.  Total retail Kwh sales increased
3.7% in the third quarter of 1995 as compared to the third
quarter of 1994.  Residential, commercial and industrial sales
increased 6.7%, 3.4% and 1.0%, respectively.  Increased usage,
primarily by residential customers, contributed to the Kwh sales
growth.

     Fuel and Purchased Power.  Fuel and purchased power expense
decreased 10% to $305 million in the third quarter of 1995 from
$338 million in the third quarter of 1994, due primarily to a $30
million reduction in fuel expense.  Fuel expense was lower due
primarily to a decrease in the average unit cost of fuel to $1.51
per Mmbtu in the third quarter of 1995 from $1.74 per Mmbtu in
the third quarter of 1994, reflecting lower gas, lignite and coal
prices.

     Gas Purchased for Resale.  Gas purchased for resale
increased 43% to $76 million in the third quarter of 1995 from
$53 million in the third quarter of 1994 due to an increase in
gas sales volumes which was partially offset by a decrease in the
average cost of gas.

     Other Operating.  Other operating expense decreased 6% to
$140 million during the third quarter of 1995 from $149 million
during the third quarter of 1994.  This decrease was due
primarily to the recognition of a regulatory asset established in
accordance with the WTU Settlement and Agreement for previously
recorded charges incurred during the Restructuring, partially
offset by higher transmission expenses at the Electric Operating
Companies as a result of a new transmission facility.

     Maintenance.  Maintenance decreased 8% to $36 million in the
third quarter of 1995 from $39 million in the third quarter of
1994.  This decrease was due primarily to lower levels of maintenance

<PAGE> 11
CSW RESULTS OF OPERATIONS (continued)

COMPARISON OF THE QUARTERS ENDED SEPTEMBER 30, 1995 AND 1994 (continued)

resulting from the postponement of previously scheduled plant
maintenance in the third quarter of 1995 and storm damage that
occurred in the third quarter of 1994.

     Depreciation and Amortization.  Depreciation and
amortization increased 6% from $89 million in the third quarter
of 1994 to $94 million in the third quarter of 1995 due primarily
to increases in all classes of depreciable plant.

     Other Income and Deductions.  Mirror CWIP liability
amortization decreased 41% to $10 million in the third quarter of
1995 from $17 million in the third quarter of 1994.  In
accordance with the original liability amortization schedule
agreed upon in the settlement of its rate cases in 1990 and 1991,
CPL is amortizing its Mirror CWIP liability in declining amounts
over the years 1991 through 1995.

     Interest on Long-Term Debt.  Interest on long-term debt
increased $4 million or 7% during the third quarter of 1995 as
compared to the third quarter of 1994 due to higher levels of
long-term debt outstanding.

     Interest on Short-Term Debt and Other.  Interest on short-
term debt and other increased $4 million or 19% during the third
quarter of 1995 as compared to the third quarter of 1994 due to
higher levels of short-term borrowings and higher short-term
interest rates.

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

     Net Income for Common Stock.  Net income for common stock
increased 3% to $340 million during the first nine months of 1995
from $330 million during the first nine months of 1994.  Earnings
per share increased to $1.78 from $1.75, reflecting higher
electric non-fuel revenues due to greater customer usage and an
increase in customers.   Also contributing to increased earnings
were lower operating and maintenance expenses and prior year tax
adjustments.  Partially offsetting these factors were the
establishment of a $42 million reserve for deferred merger and
acquisition costs associated with CSW's termination of the El
Paso Merger in June 1995, lower earnings from Mirror CWIP,
increased interest expense and the impact of the CPL 1995
Agreement.  See NOTE 2. Litigation and Regulatory Proceedings for
information related to the CPL 1995 Agreement.

     Operating Revenues.  Operating revenues decreased 6%  to
$2,666 million during the nine months ended September 30, 1995
from $2,832 million during the nine months ended September 30,
1994.  This decrease reflects a $62 million disallowance of fuel
under-recovery and a $50 million base rate refund recorded in the
first quarter of 1995 as a result of the CPL 1995 Agreement, as
well as a $21 million reserve for a base rate refund as a result
of the WTU Settlement and Agreement.  In addition, fuel revenues
were lower in the first nine months of 1995 as compared to the
first nine months of 1994 due to lower average unit fuel costs as
discussed below.  These decreases were offset in part by
increased non-fuel revenues resulting from a 2.9% increase in
total retail Kwh sales in the first nine months of 1995 as
compared to the first nine months of 1994.  Residential,
commercial and industrial sales increased 3.6%, 2.6% and 2.6%,
respectively, during the nine months ended September 30, 1995,
due to increased usage and residential and commercial customer
growth. Gas revenues increased 3% to $409 million during the
first nine months of 1995 from $398 million during the first nine
months of 1994.  This increase was due to increased gas sales
volumes, transportation volumes and other gas revenues, partially
offset by lower gas

<PAGE> 12
CSW RESULTS OF OPERATIONS (continued)

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (continued)

prices.  Other diversified revenues increased $11 million or 44%
to $36 million for the first nine months of 1995 from $25 million
for the first nine months of 1994 due primarily to two CSWE
projects that went into operation during the second and third
quarter of 1994 and increased factoring revenues at CSW Credit.

     Fuel and Purchased Power.  Fuel and purchased power expense
decreased 13% to $797 million during the nine months ended
September 30, 1995 from $918 million during the nine months ended
September 30, 1994, due primarily to a $110 million reduction in
fuel expense.  Fuel expense was lower due primarily to a 
decrease in the average unit cost of fuel to $1.57 per Mmbtu in
the first nine months of 1995 from $1.86 per Mmbtu in the first
nine months of 1994, reflecting lower gas and lignite prices and
increased use of less costly nuclear fuel.

     Gas Extraction and Marketing.  Gas extraction and marketing
expenses increased $11 million or 16% to $80 million during the
nine months ended September 30, 1995 as compared to the
comparable period in 1994.  The increase was due to higher
natural gas liquids sales volumes.

     Other Operating.  Other operating expense decreased 11% to
$398 million during the nine months ended September 30, 1995 from
$445 million during the nine months ended September 30, 1994.
This decrease was primarily due to the recognition of $34 million
in regulatory assets established in accordance with the CPL 1995
Agreement and the WTU Settlement and Agreement for previously
recorded charges incurred during the Restructuring.

     Charges for Terminated Merger.  CSW recorded a $42 million
charge for the establishment of a reserve for deferred merger and
acquisition costs as a result of CSW's termination of the Merger
in June 1995.  See Part II - Other Information - Item 1. for
information related to the termination of the Merger and
litigation arising in connection therewith.

     Maintenance.  Maintenance decreased 9% to $114 million
during the nine months ended September 30, 1995 from $125 million
during the nine months ended September 30, 1994.  This decrease
was due primarily to storm damage experienced in 1994 and nuclear
maintenance incurred in 1994 while STP was out of service.

     Depreciation and Amortization.  Depreciation and
amortization increased 6% from $265 million to $280 million due
primarily to increases in all classes of depreciable plant.

     Taxes, Other than Federal Income.  Taxes, other than Federal
income decreased 8% to $140 million during the nine months ended
September 30, 1995 from $153 million during the nine months ended
September 30, 1994.  This decrease was due primarily to lower ad
valorem tax expense as a result of a true-up of prior year
estimates.

     Federal Income Taxes.  Federal income taxes decreased $86
million during the first nine months of 1995 compared to the
first nine months of 1994.  This decrease was due to a $34
million reduction of deferred Federal income taxes resulting from
the CPL 1995 Agreement, a $23 million reduction of deferred
Federal income taxes due to prior year tax adjustments at the
Electric Operating Companies, a $7 million reduction of deferred
Federal income taxes resulting from the WTU Settlement and
Agreement and lower

<PAGE> 13
CSW RESULTS OF OPERATIONS (continued)

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(continued)

pre-tax income.  See NOTE 6.  Federal Income Taxes for additional
information related to the tax adjustments.

     Other Income and Deductions. Mirror CWIP liability
amortization decreased 39% to $31 million during the nine months
ended September 30, 1995 from $51 million during the nine months
ended September 30, 1994.  In accordance with the original
liability amortization schedule agreed upon in the settlement of
its rate cases in 1990 and 1991, CPL is amortizing its Mirror
CWIP liability in declining amounts over the years 1991 through
1995.  Other income increased $20 million to $45 million during
the nine months ended September 30, 1995 from $25 million during
the nine months ended September 30, 1994.  This increase was due
primarily to $10 million of previously deferred factoring income
pursuant to the CPL 1995 Agreement, increased interest income of
$5 million as well as a $3 million pre-tax gain on PSO's sale of
non-utility fiber optic telecommunication property during the
first quarter of 1995.

     Interest on Long-Term Debt.  Interest on long-term debt
increased $8 million or 5% as a result of higher levels of long-
term debt outstanding.

     Interest on Short-Term Debt and Other.  Interest on short-
term debt and other increased $25 million to $77 million in the
first nine months of 1995 from $52 million during the first nine
months of 1994.  This increase reflects higher levels of short-
term borrowing and higher short-term interest rates.

<PAGE> 14

CPL


                 CENTRAL POWER AND LIGHT COMPANY
                                



                 PART I.  FINANCIAL INFORMATION.
                                
                 Item 1.  Financial Statements.
                                



<PAGE> 15                      
                      CENTRAL POWER AND LIGHT COMPANY

                           STATEMENTS OF INCOME
                               (Unaudited)


                                        Three Months Ended   Nine Months Ended
                                           September 30,       September 30,
                                          1995       1994     1995       1994
                                                      (Thousands)

ELECTRIC OPERATING REVENUES             $358,790  $364,044   $810,597  $960,442

OPERATING EXPENSES AND TAXES
  Fuel                                    87,606    94,015    223,670   260,091
  Purchased power                          4,409     9,834     11,436    39,682
  Other operating                         52,578    58,510    133,567   168,191
  Maintenance                             12,842    15,050     44,744    52,778
  Depreciation and amortization           37,552    35,455    111,924   104,695
  Taxes, other than Federal income        20,426    18,811     50,423    60,128
  Federal income taxes                    39,295    36,307      3,677    66,802
                                         254,708   267,982    579,441   752,367

OPERATING INCOME                         104,082    96,062    231,156   208,075

OTHER INCOME AND DEDUCTIONS
  Mirror CWIP liability amortization      10,250    17,000     30,750    51,000
  Allowance for equity funds used 
    during construction                      630       492        515       468
  Other                                    2,199       (40)    12,773     1,350
                                          13,079    17,452     44,038    52,818

INCOME BEFORE INTEREST CHARGES           117,161   113,514    275,194   260,893

INTEREST CHARGES
  Interest on long-term debt              32,082    28,567     89,176    83,199
  Interest on short-term debt and other    3,991     2,830     15,340     9,218
  Allowance for borrowed funds used
     during construction                  (1,150)     (760)    (3,566)   (1,857)
                                          34,923    30,637    100,950    90,560


NET INCOME                                82,238    82,877    174,244   170,333

  Preferred stock dividends                3,535     3,385     10,899    10,484

NET INCOME FOR COMMON STOCK            $  78,703  $ 79,492   $163,345  $159,849






          The accompanying notes to financial statements as they relate
                to CPL are an integral part of these statements.




<PAGE> 16                      
                      CENTRAL POWER AND LIGHT COMPANY

                                BALANCE SHEETS

                                                  September 30,  December 31,
                                                      1995          1994
                                                   (Unaudited)
ASSETS                                                    (Thousands)

 ELECTRIC UTILITY PLANT
     Production                                    $ 3,090,843   $ 3,070,005
     Transmission                                      457,729       451,050
     Distribution                                      854,724       828,350
     General                                           219,695       216,888
     Construction work in progress                     192,372       142,724
     Nuclear fuel                                      164,176       161,152
                                                     4,979,539     4,870,169
  Less - Accumulated depreciation
     and amortization                                1,509,089     1,400,343
                                                     3,470,450     3,469,826

CURRENT ASSETS
     Cash                                                1,469           642
     Special deposits                                      824           668
     Accounts receivable                                46,679        29,865
     Materials and supplies, at average cost            68,709        66,209
     Fuel inventory, at average cost                    22,301        22,916
     Accumulated deferred income taxes                  16,743            --
     Under-recovered fuel costs                             --        54,126
     Prepayments and other                               5,070         2,316
                                                       161,795       176,742

DEFERRED CHARGES AND OTHER ASSETS
     Deferred STP costs                                488,314       488,987
     Mirror CWIP asset                                 314,309       321,825
     Income tax related regulatory assets, net         348,669       288,444
     Other                                              95,763        76,875
                                                     1,247,055     1,176,131

                                                   $ 4,879,300   $ 4,822,699












           The accompanying notes to financial statements as they relate
                to CPL are an integral part of these statements.

<PAGE> 17                      
                      CENTRAL POWER AND LIGHT COMPANY

                               BALANCE SHEETS

                                                   September 30,  December 31,
                                                      1995           1994
                                                   (Unaudited)
CAPITALIZATION AND LIABILITIES                            (Thousands)

CAPITALIZATION
    Common stock:   $25 par value                   $  168,888    $  168,888
       Authorized shares:   12,000,000
       Issued and Outstanding shares:   6,755,535
    Paid-in capital                                    405,000       405,000
    Retained earnings                                  885,811       857,466
       Total Common Stock Equity                     1,459,699     1,431,354
     Preferred stock                                   250,351       250,351
     Long-term debt                                  1,517,887     1,466,393
       TOTAL CAPITALIZATION                          3,227,937     3,148,098

CURRENT LIABILITIES
     Long-term debt due within twelve months               526           723
     Advances from affiliates                          144,614       161,320
     Accounts payable                                   56,544        75,051
     Accrued taxes                                      70,698        59,386
     Accumulated deferred income taxes                      --        13,812
     Accrued interest                                   38,351        24,681
     Over-recovered fuel costs                           7,067            --
     Other                                              21,812        31,476
                                                       339,612       366,449

DEFERRED CREDITS
     Accumulated deferred income taxes               1,141,361     1,087,317
     Investment tax credits                            154,191       158,533
     Mirror CWIP liability and other                    16,199        62,302
                                                     1,311,751     1,308,152

                                                   $ 4,879,300   $ 4,822,699














         The accompanying notes to financial statements as they relate
               to CPL are an integral part of these statements.

<PAGE> 18                       
                       CENTRAL POWER AND LIGHT COMPANY

                          STATEMENTS OF CASH FLOWS
                                 (Unaudited)
                                                            Nine Months Ended
                                                              September 30,
                                                            1995         1994
OPERATING ACTIVITIES                                           (Thousands)
     Net Income                                          $ 174,244    $ 170,333
     Non-cash Items Included in Net Income
         Depreciation and amortization                     129,827      124,829
         Deferred income taxes and investment tax 
           credits                                         (41,244)      28,370
         Mirror CWIP liability amortization                (30,750)     (51,000)
         Regulatory asset established for previously 
           incurred Restructuring charges                  (20,652)          --
         Allowance for equity funds used during 
           construction                                       (515)        (468)
     Changes in Assets and Liabilities
         Accounts receivable                               (16,814)      14,769
         Fuel inventory                                        615       (7,410)
         Accounts payable                                  (18,507)     (13,712)
         Accrued taxes                                      11,312       34,297
         Over- and under-recovered fuel costs               61,193      (21,857)
         Accrued restructuring charges                      (2,451)      (8,637)
         Other                                             (11,028)      (2,563)
                                                           235,230      266,951

INVESTING ACTIVITIES
     Construction expenditures                            (112,868)    (121,636)
     Allowance for borrowed funds used during 
       construction                                         (3,566)      (1,857)
                                                          (116,434)    (123,493)

FINANCING ACTIVITIES
     Proceeds from issuance of long-term debt              297,851       99,190
     Reacquisition of long-term debt                      (253,278)        (618)
     Retirement of long-term debt                               --         (459)
     Retirement of preferred stock                              --      (27,021)
     Change in advances from affiliates                    (16,706)    (140,862)
     Payment of dividends                                 (145,836)     (75,620)
                                                          (117,969)    (145,390)

NET CHANGE IN CASH AND CASH EQUIVALENTS                        827       (1,932)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD               642        2,435
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $   1,469    $     503

SUPPLEMENTARY INFORMATION
     Interest paid less amounts capitalized              $  81,377    $  71,543
     Income taxes paid                                   $  25,280    $   2,547






            The accompanying notes to financial statements as they relate
                   to CPL are an integral part of these statements.



<PAGE> 19
                                
                 CENTRAL POWER AND LIGHT COMPANY

RESULTS OF OPERATIONS

COMPARISON OF THE QUARTERS ENDED SEPTEMBER 30, 1995 AND 1994

     Net Income for Common Stock.  Net income for common stock
decreased to $78.7 million during the third quarter of 1995 from
$79.5 million in the third quarter of 1994.  The decrease was due
primarily to reduced Mirror CWIP liability amortization and
higher interest expense partially offset by decreased operating
expenses and increased non-fuel revenues.

     Electric Operating Revenues.  Total revenues decreased to
$358.8 million during the third quarter of 1995 from $364.0
million during the third quarter of 1994 due primarily to a $13.6
million reduction in fuel revenue resulting from the lower
average unit fuel costs and purchased power as discussed below.
Partially offsetting the decrease in fuel revenue was an $8.7
million increase in non-fuel revenue resulting from a 4% increase
in retail Kwh sales and a 28% increase in lower margin sales for
resale.  The increase in Kwh sales was attributable to increased
usage per customer as well as customer growth.

     Fuel.  Fuel expense decreased 7% to $87.6 million during the
third quarter of 1995 from $94.0 million during the third quarter
of 1994.  The decrease in fuel expense was due primarily to a 22%
decrease in the average unit cost of fuel from $1.67 per Mmbtu in
the third quarter of 1994 to $1.31 per Mmbtu  in the third
quarter of 1995.  The decrease in the average unit cost of fuel
resulted from the expiration of higher priced gas contracts that
were replaced with lower cost spot market natural gas and the
renegotiation of a coal contract. The decrease in the cost of
fuel was partially offset by a 14% increase in generation.

     Purchased Power.  Purchased power decreased $5.4 million
during the third quarter of 1995 as compared to the third quarter
of 1994 due primarily to an unscheduled outage at a fossil-fueled
generating plant during the third quarter of 1994.

     Other Operating.  Other operating expense decreased $5.9
million, or 10%, during the third quarter of 1995 as compared to
the third quarter of 1994.  This decrease was due primarily to
lower insurance costs and decreased employee related benefits,
partially offset by higher transmission expenses resulting from a
new transmission facility.

     Maintenance.  Maintenance expense decreased $2.2 million, or
15%, during the third quarter of 1995 as compared to the third
quarter of 1994 due primarily to decreased production and
distribution maintenance expense as a result of the postponement
of previously scheduled plant maintenance and a change in
capitalization policy.

     Depreciation and Amortization.  Depreciation and
amortization increased $2.1 million, or 6%, during the third
quarter of 1995 as compared to the third quarter of 1994 as a
result of an increase in depreciable property and the
amortization of regulatory assets associated with the CPL 1995
Agreement.

     Taxes, Other than Federal Income.  Taxes, other than Federal
income increased $1.6 million, or 9%, in the third quarter of
1995 as compared to the third quarter of 1994 due primarily to a
state franchise tax refund in 1994 partially offset by lower ad
valorem taxes in 1995.

     Federal Income Taxes.  Federal income taxes increased $3.0
million, or 8%, in the third quarter of 1995 as compared to the
third quarter of 1994 due primarily to an increase in pre-tax
income.

<PAGE> 20
CPL RESULTS OF OPERATIONS (continued)

COMPARISON OF THE QUARTERS ENDED SEPTEMBER 30, 1995 AND 1994 (continued)

     Other Income and Deductions.  Mirror CWIP liability
amortization decreased $6.8 million in the third quarter of 1995
as compared to the third quarter of 1994.  In accordance with the
original liability amortization schedule agreed upon in the
settlement of its rate cases in 1990 and 1991, CPL is amortizing
its Mirror CWIP liability in declining amounts over the years
1991 through 1995.  Other income was higher in the third quarter
of 1995 when compared to the third quarter of 1994 due primarily
to the recognition of factoring income pursuant to the CPL 1995
Agreement.

     Interest Charges.  Interest on long-term debt increased $3.5
million in the third quarter of 1995 as compared to the third
quarter of 1994 as a result of increased long-term debt
outstanding.  Interest on short-term debt and other increased
$1.2 million in the third quarter of 1995 as compared to the
third quarter of 1994 as a result of higher levels of short-term
debt outstanding at higher interest rates.

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

     Net Income for Common Stock.  Net income for common stock
increased 2% to $163.3 million during the first nine months of
1995 from $159.8 million in the first nine months of 1994 due
primarily to increased non-fuel revenue, decreased maintenance
and prior year tax adjustments.  The increase was partially
offset by decreased Mirror CWIP liability amortization and higher
depreciation and interest expense as well as the effects of the
CPL 1995 Agreement.  See NOTE 2.  Litigation and Regulatory
Proceedings for additional information related to the CPL 1995
Agreement.

     Electric Operating Revenues. Total revenues decreased
$149.8 million, or 16%, during the first nine months of 1995 as
compared to the first nine months of 1994 due primarily to a
$50.0 million base rate refund and a $62.3 million disallowance
of under-recovered fuel costs resulting from the CPL 1995
Agreement.  Under the CPL 1995 Agreement, CPL provided customers
a one-time base rate refund of $50.0 million.  Furthermore, CPL
did not charge customers for $62.3 million in replacement power
costs associated with the STP outage.

     Also contributing to the decrease in revenue was a $67.0
million decrease in fuel revenue resulting from the lower average
unit fuel costs and purchased power as discussed below.
Partially offsetting the decrease in fuel revenue was a $29.4
million increase in non-fuel revenue resulting from a 7% increase
in Kwh sales.  The increase in sales was attributable to
increased usage per customer, customer growth and a new contract
with an existing wholesale customer.

     Fuel.  Fuel expense decreased $36.4 million, or 14%, during
the first nine months of 1995 as compared to the first nine
months of 1994.  The decrease in fuel expense was due primarily
to a 28% decrease in the average unit cost of fuel from $1.88 per
Mmbtu for the first nine months of 1994 to $1.35 per Mmbtu for
the first nine months of 1995.  The decrease in the average unit
cost of fuel resulted from the expiration of higher priced gas
contracts that were replaced with lower cost spot market natural
gas, the renegotiation of a coal contract and increased usage of
lower unit cost nuclear fuel.  The decrease in the cost of fuel
was partially offset by an 18% increase in generation.

     Purchased Power. Purchased power decreased $28.2 million
during the first nine months of 1995 as compared to the first
nine months of 1994 due to increased generation at STP, which
replaced power

<PAGE> 21
CPL RESULTS OF OPERATIONS (continued)

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (continued)

that had been purchased during the first half of 1994 when STP
was out of service and an unscheduled outage at a fossil-fueled
generating plant during the third quarter of 1994.

     Other Operating.  Other operating expense decreased $34.6
million, or 21%, during the first nine months of 1995 as compared
to the first nine months of 1994.  The decrease was due primarily
to the recognition of a $20.7 million regulatory asset
established in accordance with the CPL 1995 Agreement for
previously recorded charges incurred during the Restructuring and
the reversal of $4.3 million in rate case costs pursuant to the
agreement.  Also contributing to the decrease was a reduction in
employee related costs.

     Maintenance.  Maintenance expense decreased $8.0 million, or
15%, during the first nine months of 1995 as compared to the
first nine months of 1994 due primarily to lower nuclear
maintenance expenses than were incurred during 1994 while STP was
out of service and the postponement of previously scheduled plant
maintenance.  Distribution maintenance also decreased due to a
change in capitalization policy.

     Depreciation and Amortization.  Depreciation and
amortization increased $7.2 million, or 7%, during the first nine
months of 1995 as compared to first nine months of 1994 as a
result of increased depreciable property and the amortization of
regulatory assets associated with the CPL 1995 Agreement.

     Taxes, Other than Federal Income.  Taxes, other than Federal
income decreased $9.7 million during the first nine months of
1995 as compared to the first nine months of 1994 due primarily
to lower ad valorem tax expense resulting from a true-up of prior
year estimates.

     Federal Income Taxes.  Federal income taxes decreased $63.1
million in the first nine months of 1995 as compared to the first
nine months of 1994 due primarily to the reduction of $34.3
million of deferred income taxes in accordance with the CPL 1995
Agreement, prior year tax adjustments and lower pre-tax income.
See NOTE 6.  Federal Income Taxes for additional information
related to the tax adjustments.

     Other Income and Deductions.  Mirror CWIP liability
amortization decreased $20.3 million during the first nine months
of 1995 as compared to the first nine months of 1994.  In
accordance with the original liability amortization schedule
agreed upon in the settlement of its rate cases in 1990 and 1991,
CPL is amortizing its Mirror CWIP liability in declining amounts
over the years 1991 through 1995. Other income was higher in the
first nine months of 1995 when compared to 1994 due primarily to
the recognition of factoring income pursuant to the CPL 1995
Agreement.

     Interest Charges.  Interest on long-term debt increased $6.0
million during the first nine months of 1995 as compared to the
first nine months of 1994 as a result of increased long-term debt
outstanding.  Interest on short-term debt and other increased
$6.1 million during the first nine months of 1995 when compared
to the first nine months of 1994 as a result of higher levels of
short-term debt outstanding at higher interest rates and the
recognition of interest expense associated with over-recovered
fuel.

<PAGE> 22

PSO



                    PUBLIC SERVICE COMPANY OF OKLAHOMA
                                     



                      PART I.  FINANCIAL INFORMATION.
                                     
                      Item 1.  Financial Statements.
                                     

<PAGE> 23                      
                      PUBLIC SERVICE COMPANY OF OKLAHOMA

                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)


                                        Three Months Ended  Nine Months Ended
                                          September 30,        September 30,
                                         1995       1994      1995      1994
                                                      (Thousands)

ELECTRIC OPERATING REVENUES            $232,156  $246,378   $542,215  $578,517

OPERATING EXPENSES AND TAXES
  Fuel                                   76,434   105,258    209,895   246,805
  Purchased power                         6,220     5,256     16,614    28,093
  Other operating                        28,241    32,881     86,201    92,696
  Maintenance                             8,716    10,275     23,778    27,719
  Depreciation and amortization          16,916    15,679     49,981    46,686
  Taxes, other than Federal income       10,549    10,384     24,322    24,971
  Federal income taxes                   26,556    19,449     31,682    28,115
                                        173,632   199,182    442,473   495,085

OPERATING INCOME                         58,524    47,196     99,742    83,432

OTHER INCOME AND DEDUCTIONS
  Allowance for equity funds used 
    during construction                     641       151      1,180       390
  Other                                    (853)      411      2,363       519
                                           (212)      562      3,543       909

INCOME BEFORE INTEREST CHARGES           58,312    47,758    103,285    84,341

INTEREST CHARGES
  Interest on long-term debt              7,398     7,399     22,196    22,196
  Interest on short-term debt and other   1,352       759      4,888     2,972
  Allowance for borrowed funds used
     during construction                 (1,120)     (403)    (2,442)   (1,063)
                                          7,630     7,755     24,642    24,105

NET INCOME                               50,682    40,003     78,643    60,236

  Preferred stock dividends                 204       204        612       612

NET INCOME FOR COMMON STOCK            $ 50,478  $ 39,799   $ 78,031  $ 59,624








   The accompanying notes to consolidated financial statements as they relate
                  to PSO are an integral part of these statements.

<PAGE> 24                     
                     PUBLIC SERVICE COMPANY OF OKLAHOMA

                         CONSOLIDATED BALANCE SHEETS

                                                   September 30, December 31,
                                                      1995          1994
                                                   (Unaudited)
ASSETS                                                     (Thousands)

 ELECTRIC UTILITY PLANT
     Production                                     $  925,006    $  902,602
     Transmission                                      358,514       346,433
     Distribution                                      699,033       668,346
     General                                           162,067       150,898
     Construction work in progress                      84,045        96,133
                                                     2,228,665     2,164,412
  Less - Accumulated depreciation
     and amortization                                  909,731       859,894
                                                     1,318,934     1,304,518

CURRENT ASSETS
     Cash                                                3,097         5,453
     Accounts receivable                                18,864        21,531
     Materials and supplies, at average cost            41,713        39,888
     Fuel inventory, at LIFO cost                       26,464        17,820
     Accumulated deferred income taxes                   7,125         6,670
     Prepayments and other                               1,865         7,889
                                                        99,128        99,251

DEFERRED CHARGES AND OTHER ASSETS                       57,687        61,345
                                                    $1,475,749    $1,465,114





















  The accompanying notes to consolidated financial statements as they relate
                to PSO are an integral part of these statements.

<PAGE> 25                      
                      PUBLIC SERVICE COMPANY OF OKLAHOMA

                         CONSOLIDATED BALANCE SHEETS


                                                   September 30,  December 31,
                                                      1995           1994
                                                   (Unaudited)
CAPITALIZATION AND LIABILITIES                            (Thousands)

CAPITALIZATION
    Common stock:   $15 Par value                   $  157,230     $  157,230
       Authorized shares:   11,000,000
       Issued shares:   10,482,000
       Outstanding shares:   9,013,000
    Paid-in capital                                    180,000        180,000
    Retained earnings                                  162,300        124,269
       Total Common Stock Equity                       499,530        461,499
     Preferred stock                                    19,826         19,826
     Long-term debt                                    378,876        402,752
       TOTAL CAPITALIZATION                            898,232        884,077

CURRENT LIABILITIES
     Long-term debt due within twelve months            25,000             --
     Advances from affiliates                           43,308         55,160
     Payables to affiliates                             17,613         27,876
     Accounts payable                                   31,616         59,899
     Payables to customers                              24,289         22,655
     Accrued taxes                                      40,054         17,356
     Accrued interest                                   10,618          8,867
     Other                                              16,732         15,157
                                                       209,230        206,970

DEFERRED CREDITS
    Accumulated deferred income taxes                  283,028        281,139
    Investment tax credits                              46,919         49,011
    Income tax related regulatory liabilities, net      16,685         18,611
    Other                                               21,655         25,306
                                                       368,287        374,067

                                                    $1,475,749     $1,465,114











  The accompanying notes to consolidated financial statements as they relate
                to PSO are an integral part of these statements.




<PAGE> 26                     
                     PUBLIC SERVICE COMPANY OF OKLAHOMA

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)
                                                           Nine Months Ended
                                                             September 30,
                                                          1995           1994
OPERATING ACTIVITIES                                         (Thousands)
     Net Income                                        $  78,643      $  60,236
     Non-cash Items Included in Net Income
         Depreciation and amortization                    54,256         50,471
         Deferred income taxes and investment tax 
           credits                                        (2,584)         1,637
         Allowance for equity funds used during 
           construction                                   (1,180)          (390)
     Changes in Assets and Liabilities
         Accounts receivable                               2,667         15,613
         Fuel inventory                                   (8,644)         8,328
         Prepayments and other                             6,024         (9,997)
         Accounts payable                                (27,936)         4,812
         Accrued taxes                                    22,698         24,238
         Accrued restructuring charges                      (727)        (6,449)
         Other                                             5,300         (7,512)
                                                         128,517        140,987

INVESTING ACTIVITIES
     Construction expenditures                           (70,942)       (86,360)
     Allowance for borrowed funds used during 
       construction                                       (2,442)        (1,063)
     Other                                                (5,024)        (1,397)
                                                         (78,408)       (88,820)

FINANCING ACTIVITIES
     Changes in advances from affiliates                 (11,852)       (21,389)
     Payment of dividends                                (40,613)       (27,612)
                                                         (52,465)       (49,001)

NET CHANGE IN CASH AND CASH EQUIVALENTS                   (2,356)         3,166
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD           5,453          2,429
CASH AND CASH EQUIVALENTS AT END OF PERIOD             $   3,097      $   5,595

SUPPLEMENTARY INFORMATION
     Interest paid less amounts capitalized            $  21,393      $  17,906
     Income taxes paid                                 $  20,949      $  10,106











   The accompanying notes to consolidated financial statements as they relate
                 to PSO are an integral part of these statements.



<PAGE> 27
                                     
               PUBLIC SERVICE COMPANY OF OKLAHOMA

RESULTS OF OPERATIONS

COMPARISON OF THE QUARTERS ENDED SEPTEMBER 30, 1995 AND 1994

     Net Income for Common Stock.  Net income for common stock
increased 27% to $50.5 million during the third quarter of 1995
from $39.8 million during the third quarter of 1994.  The
increase resulted primarily from an increase in non-fuel revenue
and a reduction in operating and maintenance expenses.

     Electric Operating Revenues.  Electric operating revenues
decreased 6% to $232.2 million during the third quarter of 1995
from $246.4 million during the third quarter of 1994.  The
decreased revenues were due primarily to a $23.5 million
reduction in fuel revenues resulting from lower average unit fuel
costs as discussed below, offset in part by a 3% increase in
retail Kwh sales attributable to increased weather-related demand
and customer growth.

     Fuel.  Fuel expense decreased 27% to $76.4 million during
the third quarter of 1995 as compared to $105.3 million during
the third quarter of 1994.  This decrease was due primarily to a
reduction in previously over-recovered fuel costs, as well as a
reduction in average unit fuel costs from $1.88 per Mmbtu in 1994
to $1.70 per Mmbtu in 1995.  The decrease in average unit fuel
costs was primarily attributable to a reduction in the spot
market price of natural gas.

     Purchased Power.  Purchased power increased 18%  to $6.2
million during the third quarter of 1995 from $5.3 million during
the third period of 1994 due primarily to increased purchases of
economy energy.

     Other Operating Expenses.  Other operating expenses
decreased  14% to $28.2 million  during the third quarter of 1995
from $32.9 million in the third quarter of 1994.  The decrease
was due primarily to the accrual of additional expenses in the
third quarter of 1994 related to the estimated costs of the
Restructuring and decreased employee related expenses in the
third quarter of 1995.

     Maintenance Expenses.  Maintenance expenses decreased 15% to
$8.7 million during the third quarter of 1995 from $10.3 million
in the third quarter of 1994 due primarily to overhead line
maintenance activities required as a result of storms occurring
during the third quarter of  1994.

     Depreciation and Amortization.  Depreciation and
amortization expenses increased 8% to $16.9 million during the
third quarter of 1995 from $15.7 million in the third quarter of
1994 due primarily to increases in depreciable plant.

     Federal Income Taxes.  Federal income taxes increased 37% to
$26.6 million during the third quarter of 1995 from $19.4 million
as compared to the third quarter of 1994 primarily as a result of
higher pre-tax income.

     Other Income and Deductions - Other.  Other income and
deductions - other decreased $1.3 million during the third
quarter of 1995 as compared to the third quarter of 1994
primarily as a result of an adjustment to reallocate parent
company tax benefits.   See NOTE 6. Federal Income Taxes for
additional information related to this tax adjustment.

<PAGE> 28
PSO RESULTS OF OPERATIONS (continued)

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

     Net Income for Common Stock.  Net income for common stock
increased 31% to $78.0 million for the nine months ended
September 30, 1995 from $59.6 million for the nine months ended
September 30, 1994.  The increase resulted primarily from an
increase in non-fuel revenue, a sale of non-utility fiber optic
telecommunication property during the first quarter of 1995,
decreased operating and maintenance expenses and prior year tax
adjustments.

     Electric Operating Revenues.  Electric operating revenues
decreased 6% to $542.2 million during the first nine months of
1995 from $578.5 million during the first nine months of 1994 due
primarily to a $46.3 million reduction in fuel revenues resulting
from lower average unit fuel costs as discussed below offset in
part by an increase in non-fuel revenue.

     Fuel.  Fuel expense decreased approximately 15% to $209.9
million during the first nine months of 1995 as compared to
$246.8 million in the same period of 1994.  This decrease was due
primarily to a reduction in the over-recovery of fuel costs, as
well as a reduction in average fuel costs from $1.91 per Mmbtu in
1994 to $1.76 per Mmbtu in 1995.  The decrease in average fuel
costs was attributable to the settlement of certain coal
transportation litigation and a reduction in the spot market
price of natural gas.  Such decreases were partially offset by a
4% increase in Kwh generation and the reversal in 1994 of prior
year accruals for potential liabilities related to coal
transportation.  See Part II - OTHER INFORMATION - Item 1. Legal
Proceedings for additional information related to pending coal
transportation litigation.

     Purchased Power.  Purchased power decreased  41% to $16.6
million during the first nine months of 1995 from $28.1 million
as compared to the same period of 1994 due primarily to decreased
purchases of economy energy.

     Other Operating Expenses.  Other operating expenses
decreased 7% to $86.2 million for  the first nine months of 1995
from $92.7 million for the same period of 1994.  The decrease was
due primarily to the accrual of additional expenses in 1994
related to the estimated costs of the Restructuring and decreased
employee related expenses in the first nine months of 1995.

     Maintenance Expenses.  Maintenance expenses decreased 14% to
$23.8 million for the nine months ended September 30, 1995 from
$27.7 million for the same period of 1994.  Maintenance expenses
were higher in the third quarter of 1994 than 1995 due primarily
to overhead line maintenance activities required as a result of
storms occurring during the third quarter of 1994.

     Depreciation and Amortization.  Depreciation and
amortization expense increased 7% to $50.0 million during the
first nine months of 1995 from $46.7 million in the first nine
months of 1994 due primarily to increases in depreciable plant.

     Federal Income Taxes.  Federal income taxes increased 13% to
$31.7 million during the first nine months of 1995 from $28.1
million during the same period of 1994 primarily as a result of
higher pre-tax income, offset in part by prior year tax
adjustments.  See NOTE 6. Federal Income Taxes for additional
information related to the tax adjustments.

<PAGE> 29
PSO RESULTS OF OPERATIONS (continued)

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (continued)

     Other Income and Deductions - Other.  Other income and
deductions - other increased $1.8 million during the first nine
months of 1995 as compared to the same period of 1994 primarily
as a result of a $2.7 million pre-tax gain on the sale of non-
utility fiber optic telecommunication property during the first
quarter of 1995, offset in part by an adjustment to reallocate
parent company tax benefits.   See NOTE 6. Federal Income Taxes
for additional information related to this tax adjustment.

     Interest on Short-term Debt and Other.  Short-term debt and
other increased $1.9 million during the first nine months of 1995
as compared to the same period of 1994 due primarily to higher
levels of short-term debt outstanding at higher short-term
interest rates.

<PAGE> 30
SWEPCO



                    SOUTHWESTERN ELECTRIC POWER COMPANY
                                     



                      PART I.  FINANCIAL INFORMATION.
                                     
                      Item 1.  Financial Statements.
                                     


<PAGE> 31                      
                      SOUTHWESTERN ELECTRIC POWER COMPANY

                            STATEMENTS OF INCOME
                                 (Unaudited)


                                       Three Months Ended   Nine Months Ended
                                          September 30,        September 30,
                                         1995      1994       1995      1994
                                                     (Thousands)

ELECTRIC OPERATING REVENUES            $266,268  $245,331   $648,468  $647,386

OPERATING EXPENSES AND TAXES
  Fuel                                  101,811    93,229    243,655   267,732
  Purchased power                         4,074     6,893     13,806    15,502
  Other operating                        32,533    29,431     90,482    86,724
  Maintenance                            10,849     9,846     31,665    29,777
  Depreciation and amortization          20,853    20,077     61,496    59,717
  Taxes, other than Federal income       13,676    13,265     36,748    38,969
  Federal income taxes                   22,592    19,286     35,271    34,022
                                        206,388   192,027    513,123   532,443

OPERATING INCOME                         59,880    53,304    135,345   114,943

OTHER INCOME AND DEDUCTIONS
  Allowance for equity funds used 
    during construction                   1,430       789      3,535     2,193
  Other                                  (1,056)      510        396     1,877
                                            374     1,299      3,931     4,070

INCOME BEFORE INTEREST CHARGES           60,254    54,603    139,276   119,013

INTEREST CHARGES
  Interest on long-term debt             10,986    10,978     33,423    32,691
  Interest on short-term debt and other   2,235     2,234      7,919     5,368
  Allowance for borrowed funds used
     during construction                 (1,440)     (463)    (4,134)   (1,288)
                                         11,781    12,749     37,208    36,771

NET INCOME                               48,473    41,854    102,068    82,242

  Preferred stock dividends                 854       840      2,472     2,521

NET INCOME FOR COMMON STOCK            $ 47,619  $ 41,014   $ 99,596  $ 79,721








            The accompanying notes to financial statements as they relate
                 to SWEPCO are an integral part of these statements.

<PAGE> 32                     
                     SOUTHWESTERN ELECTRIC POWER COMPANY

                                BALANCE SHEETS

                                                   September 30,  December 31,
                                                       1995           1994
                                                    (Unaudited)
ASSETS                                                      (Thousands)

 ELECTRIC UTILITY PLANT
     Production                                     $1,407,422     $1,401,418
     Transmission                                      430,002        385,113
     Distribution                                      769,103        733,707
     General                                           229,729        213,563
     Construction work in progress                     131,252        149,508
                                                     2,967,508      2,883,309
  Less - Accumulated depreciation
     and amortization                                1,090,374      1,026,751
                                                     1,877,134      1,856,558

CURRENT ASSETS
     Cash                                                  446          1,296
     Accounts receivable                                44,915         54,344
     Materials and supplies, at average cost            29,408         28,109
     Fuel inventory, at average cost                    65,822         61,701
     Accumulated deferred income taxes                   5,196          6,592
     Prepayments and other                              17,163         13,071
                                                       162,950        165,113

DEFERRED CHARGES AND OTHER ASSETS                       57,471         57,536

                                                    $2,097,555     $2,079,207




















          The accompanying notes to financial statements as they relate
                to SWEPCO are an integral part of these statements.

<PAGE> 33            
                    SOUTHWESTERN ELECTRIC POWER COMPANY

                                BALANCE SHEETS


                                                   September 30,  December 31,
                                                      1995            1994
                                                   (Unaudited)
CAPITALIZATION AND LIABILITIES                             (Thousands)

CAPITALIZATION
    Common stock:   $18 par value                  $  135,660     $  135,660
       Authorized shares:   7,600,000
       Issued and Outstanding shares:   7,536,640
    Paid-in capital                                   245,000        245,000
    Retained earnings                                 324,059        297,462
       Total Common Stock Equity                      704,719        678,122
     Preferred stock
        Not subject to mandatory redemption            16,032         16,032
        Subject to mandatory redemption                33,578         34,828
     Long-term debt                                   594,650        595,833
       TOTAL CAPITALIZATION                         1,348,979      1,324,815

CURRENT LIABILITIES
     Long-term debt and preferred stock due within
       twelve months                                    6,300          5,270
     Advances from affiliates                          63,065         81,868
     Accounts payable                                  42,360         50,138
     Over-recovered fuel cost                          10,516         12,200
     Customer deposits                                 11,263         13,075
     Accrued taxes                                     46,790         12,495
     Accrued interest                                  13,469         17,175
     Other                                             25,386         30,615
                                                      219,149        222,836

DEFERRED CREDITS
     Accumulated deferred income taxes                369,376        365,441
     Investment tax credits                            77,434         81,023
     Income tax related regulatory liabilities, net    39,518         44,836
     Other                                             43,099         40,256
                                                      529,427        531,556

                                                   $2,097,555     $2,079,207









        The accompanying notes to financial statements as they relate
             to SWEPCO are an integral part of these statements.



<PAGE> 34                      
                      SOUTHWESTERN ELECTRIC POWER COMPANY

                           STATEMENTS OF CASH FLOWS
                                 (Unaudited)
                                                          Nine Months Ended
                                                            September 30,
                                                          1995         1994
OPERATING ACTIVITIES                                         (Thousands)
     Net Income                                         $102,068     $ 82,242
     Non-cash Items Included in Net Income
         Depreciation and amortization                    69,269       66,860
         Deferred income taxes and investment tax 
           credits                                        (3,576)       1,549
         Allowance for equity funds used during 
           construction                                   (3,535)      (2,193)
     Changes in Assets and Liabilities
         Accounts receivable                               9,429      (46,050)
         Fuel inventory                                   (4,121)      11,710
         Accounts payable                                 (7,778)      12,339
         Accrued taxes                                    34,295       32,578
         Accrued interest                                 (3,706)      (4,050)
         Over- and under-recovered fuel cost              (1,684)       8,786
         Accrued restructuring charges                      (519)      (6,666)
         Other                                            (4,181)      18,405
                                                         185,961      175,510

INVESTING ACTIVITIES
     Construction expenditures                           (79,261)     (94,715)
     Allowance for borrowed funds used during 
       construction                                       (4,134)      (1,288)
     Other                                                (5,064)      (3,160)
                                                         (88,459)     (99,163)

FINANCING ACTIVITIES
     Change in advances from affiliates                  (18,803)     (22,714)
     Retirement of long-term debt                         (3,262)      (1,559)
     Reacquisition of long-term debt                          --       (1,713)
     Redemption of preferred stock                           (50)      (1,200)
     Payment of dividends                                (76,237)     (49,522)
                                                         (98,352)     (76,708)

NET CHANGE IN CASH AND CASH EQUIVALENTS                     (850)        (361)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD           1,296        6,723
CASH AND CASH EQUIVALENTS AT END OF PERIOD              $    446     $  6,362

SUPPLEMENTARY INFORMATION
     Interest paid less amounts capitalized             $ 39,402     $ 39,141
     Income taxes paid                                  $ 21,598     $ 13,030







  The accompanying notes to consolidated financial statements as they relate
             to SWEPCO are an integral part of these statements.


<PAGE> 35
               SOUTHWESTERN ELECTRIC POWER COMPANY

RESULTS OF OPERATIONS

COMPARISON OF THE QUARTERS ENDED SEPTEMBER 30, 1995 AND 1994

     Net Income for Common Stock.  Net income for common stock
increased 16% to $47.6 million during the third quarter of 1995
from $41.0 million during the third quarter of 1994.  The
increase was due primarily to an increase in non-fuel revenue
resulting from higher sales partially offset by an increase in
other operating and maintenance expenses and a prior period tax
adjustment to reallocate parent company tax benefits.

     Electric Operating Revenues.  Electric operating revenues
increased $21.0 million to $266.3 million during the third
quarter of 1995 from $245.3 million during the third quarter of
1994 due primarily to a $12.8 million increase in non-fuel
revenue.  The increase in non-fuel revenue was attributable to a
14% increase in Kwh sales resulting from weather-related demand
and customer growth.  Also contributing to the increase in
revenue was an $8.2 million increase in fuel revenue attributable
to an increase in generation partially offset by the lower
average unit fuel costs as discussed below.

     Fuel. Fuel expense increased 9% to $101.8 million during the
third quarter of 1995 when compared to the third quarter of 1994
due primarily to a 19% increase in generation offset in part by a
decrease in the average unit fuel cost from $1.74 per Mmbtu in
1994 to $1.56 per Mmbtu in 1995.  The decrease in average unit
fuel cost was due primarily to the settlement of coal contract
litigation with fuel suppliers and a decrease in the spot market
price of natural gas.

     Purchased Power.  Purchased power expense decreased $2.8
million, or 41%, during the third quarter of 1995 when compared
to the third quarter of 1994 due primarily to a decrease in
economy purchases.

     Other Operating.  Other operating expenses increased $3.1
million, or 11%, during the third quarter of 1995 when compared
to the third quarter of 1994 due primarily to higher transmission
expenses as a result of a new transmission facility and a
reduction in 1994 of the original estimated cost of the
Restructuring partially offset by decreased compensation expense
and outside services.

     Maintenance.  Maintenance increased $1.0 million, or 10%,
during the third quarter of 1995 when compared to the third
quarter of 1994 due primarily to an increase in power plant and
general plant maintenance partially offset by decreased
miscellaneous distribution line maintenance.

     Federal Income Taxes.  Federal income taxes increased 17% to
$22.6 million during the third quarter of 1995 from $19.3 million
during the third quarter of 1994 due primarily to higher pre-tax
income.

     Other Income and Deductions - Other.  Other income and
deductions - other decreased $1.6 million during the third
quarter of 1995 when compared to the third quarter of 1994
primarily as a result of an adjustment to reallocate parent
company tax benefits.   See NOTE 6. Federal Income Taxes for
additional information related to this tax adjustment.

     Allowance for Equity and Borrowed Funds Used During
Construction.  AFUDC increased $1.6 million during the third
quarter of 1995 when compared to the third quarter of 1994 due
primarily to an increase in CWIP balances accruing AFUDC and a
prior period true-up.

<PAGE> 36
SWEPCO RESULTS OF OPERATIONS (continued)

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

     Net Income for Common Stock.  Net income for common stock
increased 25% to $99.6 million during the nine months ended
September 30, 1995 from $79.7 million during the nine months
ended September 30, 1994.  This increase was due primarily to an
increase in non-fuel  revenue partially offset by increases in
other operating and maintenance expenses as well as interest on
short-term debt and other.

     Electric Operating Revenues.  Electric operating revenues
increased $1.1 million to $648.5 million during the first nine
months of 1995 when compared to the first nine months of 1994 due
primarily to a $30.3 million increase in non-fuel revenues. The
increase in non-fuel revenue was attributable to a 5% increase in
retail Kwh sales resulting from weather-related demand and
customer growth.  The increase in non-fuel revenues was offset in
part by a $29.2 million decrease in fuel revenue due to lower
average fuel costs as discussed below.

     Fuel.  Fuel expense decreased 9% to $243.7 million during
the first nine months of 1995 when compared to the first nine
months of 1994 due primarily to a decrease in the average unit
cost of fuel from $1.79 per Mmbtu in 1994 to $1.61 per Mmbtu in
1995.  The decrease in the average unit fuel cost was due
primarily to the settlement of coal contract litigation with fuel
suppliers and a decrease in the spot market price of natural gas.

     Purchased Power.  Purchased power expense decreased $1.7
million, or 11%, during the first nine months of 1995 as compared
to the first nine months of 1994 due primarily to an 11% decrease
in purchased Kwh partially offset by contractual terms with a
third party that call for increased operating reserves and on-
peak capacity.

     Other Operating.  Other operating expenses increased $3.8
million, or 4%, during the first nine months of 1995 when
compared to the first nine months of 1994 due primarily to higher
transmission expenses as a result of a new transmission facility
and higher employee medical costs.  Also contributing to the
increase was a reduction in 1994 of the original estimated cost
of the Restructuring.  The increase was partially offset by
decreased compensation expenses and outside services expense
during 1995.

     Maintenance.  Maintenance increased $1.9 million, or 6%, in
the first nine months of 1995 from $29.8 million during the first
nine months of 1994 due primarily to increased power plant
maintenance.  The increase was partially offset by a decrease in
overhead line maintenance that resulted from an ice storm that
impacted SWEPCO's distribution system during the first nine
months of 1994.

     Taxes, Other than Federal Income.  Taxes, other than Federal
income decreased $2.2 million, or 6%, during the first nine
months of 1995 when compared to the first nine months of 1994 due
primarily to a decrease in ad valorem taxes partially offset by
an increase in state franchise taxes and gross receipts taxes.

     Federal Income Taxes.  Federal income taxes increased $1.2
million, or 4%, to $35.3 million during the first nine months of
1995 from $34.0 million during the first nine months of 1994 due
primarily to higher pre-tax income, partially offset by prior
year tax adjustments.  See NOTE 6. Federal Income Taxes for
additional information related to the tax adjustments.

<PAGE> 37
SWEPCO RESULTS OF OPERATIONS (continued)

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (continued)

     Other Income and Deductions - Other.  Other income and
deductions - other decreased $1.5 million during the first nine
months of 1995 when compared to the first nine months of 1994 due
primarily to an adjustment to reallocate parent company tax
benefits.  See NOTE 6. Federal Income Taxes for additional
information related to this tax adjustment.

     Interest on Short-Term Debt and Other.  Interest expense on
short-term debt and other increased $2.6 million, or 48%, during
the first nine months of 1995 when compared to the first nine
months of 1994 due primarily to higher levels of short-term debt
outstanding at higher short-term interest rates.

     Allowance for Equity and Borrowed Funds Used During
Construction.  AFUDC increased $4.2 million during the first nine
months of 1995 when compared to the first nine months of 1994 due
primarily to increased CWIP balances accruing AFUDC and a prior
period true-up.





                  WEST TEXAS UTILITIES COMPANY
                                



                 PART I.  FINANCIAL INFORMATION.
                                
                 Item 1.  Financial Statements.
                                
                                

<PAGE> 39                         
                         WEST TEXAS UTILITIES COMPANY

                            STATEMENTS OF INCOME
                                 (Unaudited)


                                      Three Months Ended     Nine Months Ended
                                         September 30,         September 30,
                                        1995      1994        1995       1994
                                                     (Thousands)

ELECTRIC OPERATING REVENUES           $ 87,178  $109,348    $245,148   $275,683

OPERATING EXPENSES AND TAXES
  Fuel                                  29,963    32,609      90,891    103,337
  Purchased power                        4,373     2,386       8,198      4,424
  Other operating                        2,959    17,603      34,520     50,939
  Maintenance                            3,133     3,679      10,130     11,465
  Depreciation and amortization          8,147     7,904      24,264     23,561
  Taxes, other than Federal income       6,108     5,773      17,448     16,933
  Federal income taxes                   2,063    11,407       6,183     15,592
                                        56,746    81,361     191,634    226,251

OPERATING INCOME                        30,432    27,987      53,514     49,432

OTHER INCOME AND DEDUCTIONS
  Allowance for equity funds used 
    during construction                    150        67         260         70
  Other                                   (618)      609         316      1,708
                                          (468)      676         576      1,778

INCOME BEFORE INTEREST CHARGES          29,964    28,663      54,090     51,210

INTEREST CHARGES
  Interest on long-term debt             5,297     4,744      15,435     13,871
  Interest on short-term debt and 
    other                                  833       746       2,987      2,532
  Allowance for borrowed funds used    
    during construction                   (187)      (98)       (512)      (202)
                                         5,943     5,392      17,910     16,201

NET INCOME                              24,021    23,271      36,180     35,009

  Preferred stock dividends                 66        84         198        386

NET INCOME FOR COMMON STOCK           $ 23,955  $ 23,187    $ 35,982   $ 34,623








           The accompanying notes to financial statements as they relate
                to WTU are an integral part of these statements.

<PAGE> 40
                         WEST TEXAS UTILITIES COMPANY

                                BALANCE SHEETS

                                                   September 30,  December 31,
                                                      1995           1994
                                                   (Unaudited)
ASSETS                                                    (Thousands)

 ELECTRIC UTILITY PLANT
     Production                                     $  427,804     $  427,736
     Transmission                                      195,452        194,402
     Distribution                                      318,339        308,905
     General                                            82,617         73,938
     Construction work in progress                      32,385         23,257
                                                     1,056,597      1,028,238
  Less - Accumulated depreciation
     and amortization                                  383,317        364,383
                                                       673,280        663,855

CURRENT ASSETS
     Cash                                                3,784          2,501
     Accounts receivable                                28,489         23,165
     Materials and supplies, at average cost            16,807         16,519
     Fuel inventory,  at average cost                    8,180          9,229
     Coal inventory, at LIFO cost                       10,664          6,442
     Accumulated deferred income taxes                   5,048          3,068
     Prepayments and other                               2,854          1,091
                                                        75,826         62,015

DEFERRED CHARGES AND OTHER ASSETS
     Deferred Oklaunion costs                           26,298         26,914
     Restructuring charges related regulatory asset     13,213             --
     Other                                              29,214         26,111
                                                        68,725         53,025

                                                    $  817,831     $  778,895















         The accompanying notes to financial statements as they relate
                to WTU are an integral part of these statements.

<PAGE> 41
                         WEST TEXAS UTILITIES COMPANY

                                BALANCE SHEETS

                                                   September 30,  December 31,
                                                      1995            1994
                                                   (Unaudited)
CAPITALIZATION AND LIABILITIES                              (Thousands)

CAPITALIZATION
    Common stock:   $25 par value                     $137,214       $137,214
       Authorized shares:   7,800,000
       Issued and Outstanding shares:   5,488,560
    Paid-in capital                                      2,236          2,236
    Retained earnings                                  141,486        132,504
       Total Common Stock Equity                       280,936        271,954
     Preferred stock                                     6,291          6,291
     Long-term debt                                    249,518        210,047
       TOTAL CAPITALIZATION                            536,745        488,292

CURRENT LIABILITIES
     Long-term debt due within twelve months               650            650
     Advances from affiliates                           12,232         46,315
     Accounts payable                                   24,657         35,407
     Accrued taxes                                       8,786          7,452
     Accrued interest                                    7,881          4,394
     Over-recovered fuel costs                           8,159          1,586
     Refund due customers                               22,335             --
     Other                                               3,192          2,743
                                                        87,892         98,547

DEFERRED CREDITS
     Accumulated deferred income taxes                 143,385        146,146
     Investment tax credits                             30,891         31,882
     Income tax related regulatory liabilities, net     14,215          9,217
     Other                                               4,703          4,811
                                                       193,194        192,056

                                                      $817,831       $778,895













         The accompanying notes to financial statements as they relate
                to WTU are an integral part of these statements.

<PAGE> 42
                         WEST TEXAS UTILITIES COMPANY

                           STATEMENTS OF CASH FLOWS
                                 (Unaudited)
                                                         Nine Months Ended
                                                            September 30,
                                                         1995          1994
OPERATING ACTIVITIES                                        (Thousands)
     Net Income                                      $   36,180     $   35,009
     Non-cash Items Included in Net Income
         Depreciation and amortization                   25,288         24,925
         Deferred income taxes and investment tax 
           credits                                         (734)         3,298
         Regulatory asset established for previously 
           incurred Restructuring charges               (13,213)            --
         Allowance for equity funds used during 
           construction                                    (260)           (70)
     Changes in Assets and Liabilities
         Accounts receivable                             (5,324)           827
         Accounts payable                               (10,816)       (31,087)
         Accrued taxes                                    1,334          4,093
         Over- and under-recovered fuel costs             6,573            (72)
         Accrued restructuring charges                     (388)        (3,282)
         Refunds due customers                           22,335             --
         Other                                           (1,997)        (6,772)
                                                         58,978         26,869

INVESTING ACTIVITIES
     Construction expenditures                          (31,931)       (29,844)
     Other                                               (1,841)        (1,054)
                                                        (33,772)       (30,898)

FINANCING ACTIVITIES
     Proceeds from issuance of long-term debt            39,411         39,354
     Reacquisition of long-term debt                     (2,053)       (12,127)
     Retirement of preferred stock                           --         (4,700)
     Change in advances from affiliates                 (34,083)         2,977
     Payment of dividends                               (27,198)       (20,454)
                                                        (23,923)         5,050

NET CHANGE IN CASH AND CASH EQUIVALENTS                   1,283          1,021
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD          2,501            706
CASH AND CASH EQUIVALENTS AT END OF PERIOD           $    3,784     $    1,727

SUPPLEMENTARY INFORMATION
     Interest paid less amounts capitalized          $   12,548     $   11,511
     Income taxes paid                               $   14,155     $   12,720







          The accompanying notes to financial statements as they relate
                to WTU are an integral part of these statements.


<PAGE> 43                                
                  WEST TEXAS UTILITIES COMPANY

RESULTS OF OPERATIONS

COMPARISON OF THE QUARTERS ENDED SEPTEMBER 30, 1995 AND 1994

     Net Income for Common Stock.  Net income for common stock
increased 3% to $24.0 million during the third quarter of 1995
from $23.2 million in the third quarter of 1994.  This increase
was due primarily to lower other operating expense as well as the
initial effects of the WTU Settlement and Agreement.  See NOTE 2.
Litigation and Regulatory Proceedings for information related to
the WTU Settlement and Agreement.

     Electric Operating Revenues.  Electric operating revenues
decreased 20% in the third quarter of 1995 as compared to the
third quarter of 1994.  The decrease was attributable primarily
to the recording of a $21 million reserve for a base rate refund
pursuant to the WTU Settlement and Agreement.  Under the WTU
Settlement and Agreement, WTU is providing customers a one-time
base rate refund of $21 million during the billing months of
October and November 1995.  Excluding the effects of the
provision for base rate refund, electric operating revenues
remained stable for the third quarter of 1995 as compared to the
third quarter of 1994.

     Fuel.  Fuel expense decreased $2.6 million, or 8%, during
the third quarter of 1995 as compared to the third quarter of
1994 due primarily to a decrease in average unit fuel costs to
$1.55 per Mmbtu in 1995 from $1.65 per Mmbtu in 1994.  The
decrease in unit fuel costs resulted from a decrease in the per
unit cost of natural gas, which was due to lower spot gas market
prices.

     Purchased Power.  Purchased power increased $2.0 million
during the third quarter of 1995 as compared to the third quarter
of 1994 primarily as a result of additional energy purchases made
during the third quarter of 1995 required to serve the increased
load resulting from the addition of a wholesale customer and
increased economy purchases.

     Other Operating.  Other operating expenses decreased $14.6
million, or 83%, during the third quarter of 1995 as compared to
the third quarter of 1994.  The decrease was primarily due to
recording a $13.2 million regulatory asset in accordance with the
WTU Settlement and Agreement for previously recorded costs
associated with the Restructuring as well as the accrual in 1994
of additional expenses related to the estimated costs of the
Restructuring.

     Federal Income Taxes.  Federal income taxes decreased $9.3
million, or 82%, during the third quarter of 1995 as compared to
the third quarter of 1994 due primarily to a reduction of $6.9
million of deferred income taxes in accordance with the WTU
Settlement and Agreement and lower pre-tax income.

     Other Income and Deductions - Other.  Other income and
deductions - other decreased $1.2 million in the third quarter of
1995 as compared to the third quarter of 1994 due primarily to an
adjustment to reallocate parent company tax benefits.  See NOTE
6. Federal Income Taxes for additional information related to
this tax adjustment.

     Interest on Long-Term Debt.  Interest charges on long-term
debt increased 12% to $5.3 million during the third quarter of
1995 from $4.7 million in the third quarter of 1994 due to higher
levels of long-term debt outstanding.

<PAGE> 44
WTU RESULTS OF OPERATIONS (continued)

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

     Net Income for Common Stock.  Net income for common stock
increased 4% to $36.0 million during the first nine months of
1995 from $34.6 million in the first nine months of 1994.  The
increase was due primarily to decreased other operating and
maintenance expenses as well as the initial effects of the WTU
Settlement and Agreement.  See NOTE 2. Litigation and Regulatory
Proceedings for information related to the WTU Settlement and
Agreement.

     Electric Operating Revenues.  Electric operating revenues
decreased $30.5 million, or 11%, in the first nine months of 1995
as compared to the first nine months of 1994.  This decrease was
attributable primarily to the recording of a $21 million reserve
for a base rate refund pursuant to the WTU Settlement and
Agreement.  Under the WTU Settlement and Agreement, WTU is
providing customers a one-time base rate refund of $21 million
during the billing months of October and November 1995.
Excluding the effects of the provision for base rate refund,
electric operating revenues decreased 3% due primarily to an 8%
decrease in fuel revenues related to the lower average unit fuel
prices as discussed below.

     Fuel.  Fuel expense decreased $12.4 million, or 12%, for the
first nine months of 1995 as compared to the first nine months of
1994 due primarily to a 7% decrease in average unit fuel costs
from $1.91 per Mmbtu in 1994 to $1.77 per Mmbtu in 1995.  The
decrease in unit fuel costs was due primarily to lower spot gas
market prices.

     Purchased Power.  Purchased power increased $3.8 million
during the first nine months of 1995 when compared to the first
nine months of 1994 primarily as a result of additional energy
purchases made during the third quarter of 1995 required to serve
the increased load resulting from the addition of a wholesale
customer and from increased economy purchases.

     Other Operating.  Other operating expenses decreased $16.4
million, or 32%, in the first nine months of 1995 as compared to
the first nine months of 1994 due primarily to the recognition of
a $13.2 million regulatory asset in accordance with the WTU
Settlement and Agreement for previously recorded charges
associated with the  Restructuring as well as the accrual of
additional expenses in 1994 related to the estimated costs of the
Restructuring.

     Maintenance.  Maintenance expenses decreased by $1.3
million, or 12%, during the first nine months of 1995 as compared
to the first nine months of 1994.  This decrease was due
primarily to higher transmission and distribution substation
maintenance expenses incurred as a result of substation
transformer failures which occurred in 1994 but not in 1995.

     Federal Income Taxes.  Federal income taxes decreased $9.4
million, or 60%, during the first nine months of 1995 as compared
to the first nine months of 1994 due primarily to the reduction
of $6.9 million of deferred income taxes in accordance with the
WTU Settlement and Agreement, prior year tax adjustments and
lower pre-tax income.  See NOTE 6. Federal Income Taxes for
additional information related to the tax adjustments.

     Other Income and Deductions - Other.  Other income and
deductions - other decreased $1.4 million during the first nine
months of 1995 as compared to the first nine months of 1994 due
primarily to an adjustment to reallocate parent company tax
benefits.  See NOTE 6. Federal Income Taxes for additional
information related to this tax adjustment.

<PAGE> 45
WTU RESULTS OF OPERATIONS (continued)

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (continued)

     Interest on Long-Term Debt.  Interest charges on long-term
debt increased 11% to $15.4 million during the first nine months
of 1995 from $13.9 million in the first nine months of 1994 due
to higher levels of long-term debt outstanding.

<PAGE> 46
           NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                
                                
                                
                                
                                
                  INDEX TO APPLICABLE NOTES TO
               FINANCIAL STATEMENTS BY REGISTRANT
                                
                                
Note 1    Principles of Preparation                CSW, CPL, PSO, SWEPCO, WTU

Note 2    Litigation and Regulatory Proceedings    CSW, CPL, SWEPCO, WTU

Note 3    Dividends                                CSW, CPL, PSO, SWEPCO, WTU

Note 4    CSW Earnings and Dividends Per Share of  CSW
           Common Stock

Note 5    Commitments and Contingent Liabilities   CSW, CPL, PSO, SWEPCO

Note 6    Federal Income Taxes                     CSW, CPL, PSO, SWEPCO, WTU




<PAGE> 47
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1.  Principles of Preparation

     The condensed financial statements of the Registrants
included herein have been prepared by each Registrant pursuant to
the rules and regulations of the SEC.  Certain information and
note disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules
and regulations, although each Registrant believes that the
disclosures are adequate to make the information presented not
misleading.  It is suggested that these condensed financial
statements be read in conjunction with the financial statements
and the notes thereto included in the Registrant's combined
Annual Report on Form 10-K for the year ended December 31, 1994
and the Combined Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995.

     The unaudited financial information furnished herewith
reflects all adjustments which are, in the opinion of management
of such Registrant, necessary for a fair statement of the results
of operations for the interim periods.  Information for quarterly
periods is affected by seasonal variations in sales, rate
changes, timing of fuel expense recovery and other factors.

     Certain financial statement items for prior years have been
reclassified to conform to the 1995 presentation.

2.  Litigation and Regulatory Proceedings

     See the Registrants' combined Annual Report on Form 10-K for
the year ended December 31, 1994 and Combined Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1995 and June 30,
1995 for additional discussion of litigation and regulatory
proceedings.  Reference is also made to  Part II-OTHER
INFORMATION-Item 1.  Legal Proceedings for additional discussion
of litigation matters.

CPL Rate Proceedings
Dockets No. 12820 and 13126
     On April 5, 1995, CPL reached an agreement in principle with
other parties to pending regulatory proceedings involving base
rate, fuel and prudence issues relating to STP.  On May 16, 1995,
CPL filed the CPL 1995 Agreement with the Texas Commission.
Pursuant to the CPL 1995 Agreement, base rate refunds, fuel
refunds and the reduction of CPL's fuel factors were implemented
on an interim basis during the summer of 1995.  Under the CPL
1995 Agreement, CPL provided customers a one-time base rate
refund of $50 million.  In addition, CPL refunded approximately
$30 million in over-recovered fuel costs through April 1995.
Furthermore, CPL did not charge customers for $62.25 million in
replacement power costs and related interest primarily associated
with the 1993-1994 STP outage.  The CPL 1995 Agreement did not
result in any ongoing change in base rate levels and provided
that there would be no new rate review requests filed prior to
September 28, 1995.  CPL also reduced its fuel factors, effective
in July 1995, by approximately $55 million on an annual basis due
to projections of lower fuel costs.  Hearings on the CPL 1995
Agreement were held on July 19, 1995, and the final written Texas
Commission order approving the CPL 1995 Agreement was received on
October 4, 1995.

<PAGE> 48
     Details of the items in the CPL 1995 Agreement and the
estimated 1995 total earnings impact for CPL including certain
accounting provisions, are set forth in the table below:

                                       Pre-tax  After-tax
                                          (millions)
                                              
      Base rate refund                  $(50.0)   $(32.5)
      Fuel disallowance                  (62.3)    (40.5)
      Wholesale fuel refund               (3.2)     (2.1)
      Current flowback of excess                   
        deferred Federal income taxes     34.3      34.3
      Capitalization of previously                     
        expensed Restructuring and      
        rate case costs                   27.6      17.9 
      Recognition of factoring income     16.1      10.5
      Amortization, interest and other    (6.6)     (4.4)

CPL Rate Review Request
     On November 6, 1995, CPL filed with the Texas Commission a
request to increase its base rates by $71 million and reduce its
annual retail fuel factors by $17 million.  The net effect of
these proposals is an increase of $54 million or 4.6% of total
retail revenues on an annual basis.  CPL is not seeking interim
rate relief but reserves its right to implement bonded rates in
May 1996, the earliest date provided by law.  CPL also is seeking
to reconcile $229 million of fuel costs incurred during the
period July 1, 1994 through June 30, 1995.  If the requested
increase and other treatments are approved, CPL will commit to
not increasing its base rates prior to January 1, 2001, subject
to certain force majeure events.  A final decision on the rate
request is anticipated from the Texas Commission in the fourth
quarter of 1996.

     CPL is requesting this review as a result of its increasing
costs since 1991, including the effects of the expiration of the
Mirror CWIP liability amortization at the end of 1995, which
occurs in accordance with the original liability amortization
schedule agreed upon in the settlement of its rate cases in 1990
and 1991.  Also included in the request are CPL's proposals to
accelerate recovery of nuclear and regulatory assets as a way to
proactively address certain assets that could become "stranded"
in a more competitive environment.

CPL Deferred Accounting
     CPL was granted deferred accounting treatment for certain
STP Unit 1 and 2 costs by Texas Commission orders issued in
October 1990 and December 1990, respectively.  In 1994, the
Supreme Court of Texas sustained deferred accounting as an
appropriate mechanism for the Texas Commission to use in
preserving the financial integrity of CPL, but remanded CPL's
case to the Court of Appeals to consider certain substantial
evidence points of error not previously decided by the Court of
Appeals given its prior determinations.  On August 16, 1995, the
Court of Appeals rendered its opinion in the remand proceeding
and affirmed the Texas Commission's order in all respects.

     CPL believes that the language of the Supreme Court of
Texas' opinion suggests that the appropriateness of allowing
deferred accounting may again be reviewed under a financial
integrity standard in the first case in which the deferred STP
costs will begin being recovered through rates.  If the courts
decide that subsequent review under the financial integrity
standard is required, that review would be conducted in a remand
of the STP Unit 1 and 2 orders.  Pending the ultimate resolution
of CPL's deferred accounting issues, CPL is unable to predict how
its deferred accounting orders will ultimately be resolved by the
Texas Commission.

<PAGE> 49
     If CPL's deferred accounting matters are not favorably
resolved, CSW and CPL could experience a material adverse effect
on their respective results of operations and financial
condition.  While CPL's management is unable to predict the
ultimate outcome of these matters, management believes CPL will
receive approval of its deferred accounting orders or will be
successful in renegotiation of its rate orders, so that there
will be no material adverse effect on CSW's or CPL's results of
operation or financial condition

     For additional information on CPL's deferred accounting
proceedings, see CSW's and CPL's combined Annual Report on Form
10-K for the year ended December 31, 1994 and Combined Quarterly
Report on Form 10-Q for the quarters ended March 31, 1995 and
June 30, 1995.

CPL Civil Penalties
     In October 1995, the NRC notified HLP of a Notice of
Violation and proposed penalties totaling $160,000 related to
events that occurred at STP in May 1992.  The Notice of Violation
and penalties reflect the NRC's belief that certain STP employees
were terminated as a result of raising safety concerns with the
NRC.  The Notice of Violation was the result of a Department of
Labor decision and order in April 1995 and is awaiting final
action by the Secretary of Labor.  HLP is not required to reply
to the NRC's Notice of Violation or pay the penalties pending the
Secretary of Labor's final decision.  The NRC indicated that the
proposed civil penalties reflect minimum penalties allowed
because of improvements made to the STP Employee Concerns Program
since 1992.  CPL's share of any penalty that is ultimately paid
would be approximately 25%, reflecting its ownership interest in
STP.

SWEPCO Fuel Factor Proceedings
Docket No. 14819
     On October 6, 1995, SWEPCO filed a petition, designated as
Docket No. 14819, with the Texas Commission to revise its fixed
fuel factors for the recovery of fuel and purchased power costs.
SWEPCO is experiencing an over-recovery of fuel costs based on
its current factors which became effective in July 1994.  SWEPCO
is proposing to revise its fixed fuel factors with the first
billing cycle of January 1996.  If approved, the proposed fixed
fuel factors would decrease SWEPCO's fuel and purchased power
revenues by approximately $4.8 million on an annual basis.

     SWEPCO also requested authority to make an interim refund of
$7.1 million of cumulative over-recovery of fuel and purchased
power costs that existed as of June 1995.  SWEPCO anticipates
receiving a final order in the fourth quarter of 1995.

WTU Regulatory Proceedings
Rate Proceeding Docket No. 13369, Appeal of Docket No. 7510 and
Deferred Accounting Proceeding No. 13949
     WTU had been the subject of several regulatory matters.
Such matters, which covered a variety of issues, included the
following:  (i) current rate proceeding and fuel reconciliation
before the Texas Commission in Docket No. 13369; (ii) Writ of
Error to the Supreme Court of Texas - review of WTU's 1987 Texas
rate case on Docket No. 7510; and (iii)  the Texas Commission's
proceeding on remand in Docket No. 13949 regarding deferred
accounting treatment for Oklaunion Power Station Unit No. 1
originally authorized in the Texas Commission's Docket No. 7289.

     On September 6, 1995, WTU announced that it had entered into
a settlement in principle with major parties to settle these
pending regulatory proceedings.  On September 25, 1995, the WTU
Settlement and Agreement was filed with the Texas Commission in
Docket No. 13369.  The WTU Settlement and Agreement has been
signed by ten of the twelve parties, and the two non-signing
parties have not contested the WTU Settlement and Agreement.

<PAGE> 50
     The WTU Settlement and Agreement is a unified package that
includes:  (i) a Texas retail base rate reduction of
approximately $13.5 million effective retroactive to October 1,
1994 (approximately $5.7 million of which has been in effect
since that time on an interim basis);  (ii) a $21 million retail
refund which is not attributed to any specific causes but is
inclusive of all claims related to the three dockets and the
retroactive base rate reduction impact;  (iii) reduced fixed fuel
factors of approximately 2%;  (iv) various rate and accounting
treatments including a reasonable return on equity for WTU of
11.375%;  and (v) a retail base rate freeze until October 1,
1998, subject to certain force majeure provisions.

     The WTU Settlement and Agreement is expected to impact WTU's
results of operations for the next several years, reducing annual
earnings by approximately $8 million after-tax beginning in 1996.
Details of the items with significant earnings impact, including
certain accounting treatments, are set forth in the table below
for 1995 and 1996:
                                           1995                1996
                                     Pre-tax  After-tax  Pre-tax  After-tax
                                      (millions)
                                                        
Refund to retail customers           $(21.0)   $(13.7)    $  --     $  --
Effect of retail rate reduction        (1.7)     (1.1)     (7.6)     (4.9)
Current flowback of property                            
  related excess deferred federal         
  income taxes                          6.9       6.9        --        --
Five year flowback of non-property                           
  related excess deferred Federal           
  income taxes                          0.1       0.1       0.5       0.5
Capitalization and amortization of
  previously expensed Restructuring
  costs                                13.2       8.6      (1.9)     (1.2)
Accelerated amortization of 
  deferred Oklaunion plant costs
  (accelerated from the remaining
  31 to 7 years)                         --        --      (2.9)     (2.3)
Other amortization                     (0.2)     (0.1)     (0.8)     (0.5)

     The WTU Settlement and Agreement also eliminated several
significant risks that have been the subject of regulatory
proceedings relating to deferred accounting and rates and will
enable WTU's rates to remain at competitive levels for the
foreseeable future.  Notwithstanding the anticipated adverse
impact on WTU's future results of operations, management believes
that it was prudent to accept the WTU Settlement and Agreement in
light of the uncertainty and expense of otherwise pursuing the
pending regulatory proceedings.

     On September 27, 1995, the ALJs issued an interim order in
Docket No. 13369 finding that beginning with the October 1995
billing month, interim implementation of the proposed rate
reduction, refund and reduced fuel factors was appropriate.  In
addition, the ALJs approved on an interim basis, tariffs
implementing the WTU Settlement and Agreement subject to refund
or surcharge pending final order of the Texas Commission.  On
November 9, 1995, the Texas Commission voted to approve the order
implementing the WTU Settlement and Agreement.  The parties will
now seek to have the appeal of Docket No. 7510, currently before
the Supreme Court of Texas, remanded to the Texas Commission to
obtain an order consistent with the WTU Settlement and Agreement.

     For additional information regarding WTU's regulatory
matters, see CSW's and WTU's combined Annual Report on Form 10-K
for the year ended December 31, 1994, Combined Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1995 and June 30,
1995 and combined Current Reports on Form 8-K dated July 10, 1995
and September 6, 1995.

<PAGE> 51
3.  Dividends

     The Electric Operating Companies' mortgage indentures, as
amended and supplemented, contain certain restrictions on the use
of their retained earnings for cash dividends on their common
stock.  These restrictions do not limit the ability of CSW to pay
dividends to its shareholders.  At September 30, 1995,
approximately $1.5 billion of the subsidiary companies' retained
earnings were available for payment of cash dividends by such
subsidiaries to CSW.  At September 30, 1995, the amount of
retained earnings available for payment of cash dividends to CSW
by the Electric Operating Companies was as follows:

CPL - $754 million   PSO - $160 million   SWEPCO - $324 million
                     WTU - $141 million

4.  CSW Earnings and Dividends Per Share of Common Stock

     Earnings per share of common stock are computed by dividing
net income for common stock by the average number of common
shares outstanding for the respective periods.  Dividends per
common share reflect per share amounts paid during the periods.

5.  Commitments and Contingent Liabilities

Termination of El Paso Merger
     For information regarding the commitments and contingent
liabilities relating to the termination of  the Merger, reference
is made to PART II - OTHER INFORMATION-Item 1.  Legal
Proceedings.

Environmental Matters
     For information regarding environmental matters, reference
is made to PART II - OTHER INFORMATION-Item 5.  Other
Information.

CSWE Projects and Commitments
     CSWE, a wholly owned subsidiary of CSW, is authorized to
develop various independent power and cogeneration facilities and
to own and operate such non-utility projects, subject to
regulatory approval.  The table below summarizes CSWE's
participation in projects:

<TABLE>

<CAPTION>
                                    Capacity   Commercial
                                    (in Mw)    Operation  Ownership  Thermal
Project           Location        Total  Sold     Date    Interest    Host             Host Utility
<S>              <C>              <C>    <C>  <C>         <C>        <C>          <C>

Orange Cogen     Polk County, FL   103    97   June 1995     50%    Orange Juice  Florida Power Corporation
                                                                      Processor   Tampa Electric Company
Ft. Lupton       Ft. Lupton, CO    272   272   June 1994     50%     Greenhouse   Public Service Company 
                                                                                    of Colorado
Mulberry         Polk County, FL   117   110   August 1994   50%      Distilled   Florida Power Corporation
                                                                     Water Plant
Brush II         Brush, CO          68    68   January 1994  47%     Greenhouse   Public Service Company 
                                                                                    of Colorado
Phillips Sweeny  Sweeny, TX        300    90*  April 1998    50%      Refinery    Undetermined*

*The Phillips Sweeney project has the unexercised option to sell 90 Mw of capacity to Phillips Petroleum Company.
</TABLE>

<PAGE> 52
     CSW and CSWE have provided loans and other credit support to
these projects and certain development partnerships.  The
following table summarizes the investment and commitments in the
projects at September 30, 1995: 
                                            Letters of Credit
           Project                  Equity    and Guarantees    Loans
                                               (millions)

      Orange Cogen                               $  4.6        $ 104.4
      Ft. Lupton                    $ 44.0         57.0
      Mulberry                                     74.7
      Phillips Sweeny                               3.0
      Various developmental projects                9.0           50.0

     CSWE has provided construction services to the Mulberry
cogeneration facility through Dev-I, a wholly owned subsidiary of
CSWE.  Additionally, Dev-I entered into a fixed price contract of
$14 million to construct the Mulberry thermal host.  At September
30, 1995, the thermal host was substantially completed for an
aggregate cost of approximately $43 million.  On November 2,
1995, CSWE reached an agreement and settlement with its business
partner regarding the $29 million cost overruns for the Mulberry
thermal host.  These negotiations also resulted in a change in
the business partner for the Mulberry and Orange project.  Under
the terms of the settlement, the newly admitted partner paid to
CSWE 50%, or $52.2 million, of the outstanding obligations of the
Orange facility and assumed 50%, or $2.3 million, of the Letters
of Credit and guarantees of the project.  Concurrently, CSWE
contributed as partners capital the remaining debt of $52.2
million to Orange Cogeneration.  On the same date, the Mulberry
project obtained term financing and CSWE's credit support was
reduced from $74.7 million to $32.3 million.

CPL's Nuclear Insurance
     In connection with the licensing and operation of STP, the
owners have purchased the maximum limits of nuclear liability
insurance, as required by law, and have executed indemnification
agreements with the NRC in accordance with the financial
protection requirements of the Price-Anderson Act.

     The Price-Anderson Act, a comprehensive statutory
arrangement providing limitations on nuclear liability and
governmental indemnities, is in effect until August 1, 2002.  The
limit of liability under the Price-Anderson Act for licensees of
nuclear power plants is $8.92 billion per incident, effective as
of January 1995.  The owners of STP are insured for their share
of this liability through a combination of private insurance
amounting to $200 million and a mandatory industry-wide program
for self-insurance totaling $8.72 billion.  The maximum amount
that each licensee may be assessed under the industry-wide
program of self-insurance following a nuclear incident at an
insured facility is $75.5 million per reactor, which may be
adjusted for inflation, plus a five percent charge for legal
expenses, but not more than $10 million per reactor for each
nuclear incident in any one year.  CPL and each of the other STP
owners are subject to such assessments, which CPL and other
owners have agreed will be allocated on the basis of their
respective ownership interests in STP.  For purposes of these
assessments, STP has two licensed reactors.

     The owners of STP currently maintain on-site decontamination
liability and property damage insurance in the amount of $2.75
billion provided by ANI and NEIL.  Policies of insurance issued
by ANI and NEIL stipulate that policy proceeds must be used first
to pay decontamination and clean-up costs before being used to
cover direct losses to property.  Under project agreements, CPL
and the other owners of STP will share the total cost of
decontamination liability and property insurance for STP,
including premiums and assessments, on a pro rata basis,
according to each owner's respective ownership interest in STP.

<PAGE> 53
     CPL purchases, for its own account, a NEIL I Business
Interruption and/or Extra Expense policy.  This insurance will
reimburse CPL for extra expenses incurred, up to $1.3 million per
week, for replacement generation or purchased power as the result
of a covered accident that shuts down production at STP for more
than 21 weeks.  The maximum amount recoverable for Unit 1 is
$86.0 million and for Unit 2 is $86.0 million.  CPL is subject to
an additional assessment up to $1.6 million for the current
policy year in the event that losses as a result of a covered
accident at a nuclear facility insured under the NEIL I policy
exceeds the accumulated funds available under the policy.

     On August 28, 1994, CPL filed a claim under the NEIL I
policy relating to the 1993 - 1994 outage at STP Units 1 and 2.
NEIL is currently reviewing the claim.  CPL management is unable
to predict the ultimate outcome of this matter.

PSO's PCB Cases
     For information regarding the commitments and contingent
liabilities relating to the PSO's PCB cases, reference is made to
PART II - OTHER INFORMATION-Item 1.  Legal Proceedings.

SWEPCO's Henry W. Pirkey Power Plant
     In connection with the lignite mining contract for its Henry
W.   Pirkey  Power  Plant,  SWEPCO  has  agreed,  under   certain
conditions,  to assume the obligations of the mining  contractor.
As of September 30, 1995, the maximum SWEPCO would have to assume
is  $72.5  million.  The maximum amount may vary  as  the  mining
contractor's need for funds fluctuates.  The contractor's  actual
obligation outstanding as of September 30, 1995 was approximately
$61.1 million.

6.  Federal Income Taxes

     CSW files a consolidated Federal income tax return and
participates in a tax sharing agreement with its subsidiaries.
Total income taxes (income taxes included in Operating Expenses
and Taxes as well as Other Income and Deductions) differ from the
amounts computed by applying the statutory income tax rates to
income before taxes for a number of reasons.  The tax
implications of the CPL 1995 Agreement and the WTU Settlement and
Agreement whereby the flowback of unprotected excess deferred
income taxes was accelerated contributed to the difference as did
adjustments that were made to eliminate tax obligations that no
longer exist.  These differences, as well as other differences
between the statutory rate and the effective tax rate, are as
follows:

                              Three Months      Nine Months    
                                 Ended             Ended
                               September    %    September     %
                               30, 1995           30, 1995
                              
CSW                                    ($ in millions)
Tax at statutory rates           $103.3   35.0%    $147.1     35.0%
Differences:                                                  
   Amortization of ITC             (4.0) (1.4)%     (11.0)    (2.6)%
   Mirror CWIP                     (2.7) (0.9)%      (8.1)    (1.9)%
   CPL 1995 Agreement                --     --%     (34.3)    (8.2)%
   WTU Settlement and Agreement    (6.9) (2.3)%      (6.9)    (1.6)%
   Tax balance adjustments           --     --%     (23.4)    (5.6)%
   Prior period adjustments/Other  (3.7)   (1.2)     (0.7)    (0.1)%
                                  $86.0    29.2%    $62.7     15.0%

<PAGE> 54
                              Three Months      Nine Months    
                                 Ended             Ended
                               September    %    September     %
                               30, 1995           30, 1995
                                            
CPL                                      ($ in thousands)
Tax at statutory rates           $42,182  35.0%   $62,424     35.0%
Differences:                                                  
   Amortization of ITC            (1,447) (1.2)%   (4,342)    (2.4)%
   Mirror CWIP                    (2,711) (2.2)%   (8,132)    (4.6)%
   CPL 1995 Agreement                 --     --%  (34,289)   (19.2)%
   Tax balance adjustments            --     --%  (12,893)    (7.3)%
   Other                             258    0.2%    1,341      0.8%
                                 $38,282   31.8%   $4,109      2.3%

PSO                                       ($ in thousands)
Tax at statutory rates           $27,243   35.0%  $38,741     35.0%
Differences:                                                  
   Amortization of ITC              (697)  (0.9)%  (2,092)    (1.9)%
   Tax balance adjustments            --     --%   (3,624)    (3.3)%
   Adjustment for allocation of
     parent company tax benefits   1,264    1.6%    1,264      1.1%
   Prior period adjustments/Other   (656)  (0.8)%  (2,243)    (1.9)%
                                 $27,154   34.9%  $32,046     29.0%

SWEPCO                                   ($ in thousands)
Tax at statutory rates           $25,246   35.0%  $47,925     35.0%
Differences:                                                  
   Amortization of ITC            (1,552)  (2.1)%  (3,590)    (2.6)%
   Tax balance adjustments            --     --%   (6,253)    (4.6)%
   Adjustment for allocation of
     parent company tax benefits   2,342    3.2%    2,342      1.7%
   Other                          (2,378)  (3.3)%  (5,565)    (4.0)%
                                 $23,658   32.8%   34,859     25.5%

WTU                                      ($ in thousands)
Tax at statutory rates            $9,458   35.0%  $15,029     35.0%
Differences:                                                  
   Amortization of ITC              (330)  (1.2)%   (991)    (2.3)%
   WTU Settlement and Agreement   (6,859) (25.4)% (6,859)   (16.0)%
   Tax balance adjustments            --     --%    (663)    (1.5)%
   Adjustment for allocation of
     parent company tax benefits   1,247    4.6%   1,247       2.9%
   Other                            (514)  (1.9)% (1,004)     (2.4)%
                                  $3,002   11.1%  $6,759      15.7%

<PAGE> 55
Item  2.   Management's  Discussion  and  Analysis  of  Financial
           Condition and Results of Operations

     Reference is made to Management's Discussion and Analysis of
Financial Condition and Results of Operations included in the
Registrants' combined Annual Report on Form 10-K for the year
ended December 31, 1994 and Combined Quarterly Reports on Form 10-
Q for the quarters ended March 31, 1995 and June 30, 1995.
Reference is also made to each Registrant's unaudited Financial
Statements and related Notes to Financial Statements included
herein.  The information included therein should be read in
conjunction with, and is essential in understanding, the
following discussion and analysis.

Results of Operations

     Reference is made to PART I-FINANCIAL INFORMATION - Item 1.
Financial Statements for each of the Registrants' Results of
Operations.

Capital Requirements, Liquidity and Financing

Construction and Capital Expenditures
     Construction expenditures for the CSW System for the nine
months ended September 30, 1995 were $335 million.  Such
expenditures for the Electric Operating Companies totaled $112.9
million, $70.9 million, $79.3 million and $31.9 million, for CPL,
PSO, SWEPCO and WTU, respectively.  Construction expenditures for
the CSW System were primarily for improvements to existing
production, transmission and distribution facilities, as well as
enhancements by Transok of existing gas gathering and
transmission systems.  The improvements are required to meet the
needs of new customers and to satisfy the changing requirements
of existing customers.  The CSW System anticipates that the
majority of all funds required for construction for the remainder
of the year will be provided from internal sources.

Short-Term Financing
     The CSW System uses short-term debt to meet fluctuations in
working capital requirements and other interim capital needs.
The Registrants, together with other members of the CSW System,
have established a money pool to coordinate short-term borrowings
and to make borrowings outside the money pool through CSW's
issuance of commercial paper.  As of September 30, 1995, CSW had
two revolving credit facilities totaling $1.2 billion to back up
its commercial paper program.

Long-Term Financing
     The CSW System is committed to maintaining financial
flexibility by maintaining a strong capital structure and
favorable securities ratings which help to assure future access
to capital markets when required.  CSW, in order to strengthen
its capital structure and support growth from time to time, may
issue additional shares of its common stock.  At September 30,
1995, the capitalization ratios of each of the Registrants were
as follows:
                         Common     Preferred   Long-Term
                         Equity       Stock        Debt
            CSW           49%          5%          46%
            CPL           45%          8%          47%
            PSO           56%          2%          42%
            SWEPCO        52%          4%          44%
            WTU           52%          1%          47%

CPL Financings
     On July 19, 1995, CPL sold to underwriters $200 million of 6
5/8% FMB, Series KK, due July 1, 2005.  The proceeds were
principally used to redeem $139.2 million of 9 3/8% FMB, Series

<PAGE> 56
Z, due December 1, 2019.  The remainder of the proceeds were used
to repay short-term debt, to provide working capital and for
other general corporate purposes.

     On July 27, 1995, CPL sold to underwriters $100.6 million of
6.1% PCRB, Series 1995, due July 1, 2028.  The proceeds were used
to redeem two separate outstanding PCRB issues, $68.9 million of
10 1/8%, Series 1984 PCRB, due October 15, 2014 and $31.8 million
of 9 3/4%, Series U FMB (secures Series 1985A collateralized
PCRB), due July 1, 2015.

     On November 2, 1995, CPL sold to underwriters $40.9 million
of floating rate PCRB, Series 1995, due November 1, 2015.  The
initial rate for the Series 1995 Bonds was set in a daily mode at
3.60%.  The new bonds are enhanced by a letter of credit.  The
proceeds will be used to refund CPL's outstanding $7.4 million of
7 1/8%, Series 1974A, due June 1, 2004 and $33.5 million of 6%,
Series 1977, due November 1, 2007.

WTU Financings
     On October 24, 1995, WTU sold to underwriters $80 million of
6 3/8% FMB, Series U, due October 1, 2005.  The proceeds will be
used for the December 1, 1995 scheduled redemption of $53.3
million of 9 1/4% FMB, Series O, due December 1, 2019, to repay
short-term debt, to provide working capital and for other general
corporate purposes.

SEEBOARD Tender Offer
     On November 6, 1995, CSW, indirectly through CSW (UK),
announced its intention to commence a $2.52 billion cash tender
offer in the United Kingdom for all of the outstanding shares of
capital stock of SEEBOARD.  Immediately following announcement of
the tender offer, CSW (UK) commenced open market purchases of
shares of SEEBOARD's capital stock.  As of November 8, 1995, CSW
(UK) had acquired approximately 27% of the outstanding shares of
capital  stock of SEEBOARD.  The tender offer has received the
recommendation of SEEBOARD's board of directors and is
conditioned upon the satisfaction, prior to closing, of certain
customary conditions, including non-referral of the transaction
to the Monopolies and Mergers Commission.  Assuming the tender
offer is successful and all necessary conditions are satisfied,
CSW expects that the transaction will be consummated during the
first quarter of 1996.  The tender offer price is subject to
reduction to reflect the distribution by SEEBOARD to its
shareholders of its ownership interest in the National Grid
Company.

     CSW has committed to contribute to CSW (UK) up to $850
million to complete the tender offer.  CSW expects to obtain such
funds through the proceeds of borrowings under a $850 million
senior credit agreement entered into on November 6, 1995 for that
purpose and through internally generated funds.  Borrowings under
the credit agreement are unsecured and mature on November 6,
2000, subject to prepayment by CSW at any time.  As of November
9, 1995, CSW had notified the banks party to the credit agreement
that it intended to borrow approximately $680 million under the
credit agreement to fund, indirectly through CSW (UK), open
market purchases of capital stock of SEEBOARD.

     CSW (UK) intends to obtain the remaining amounts necessary
to complete the tender offer, approximately $1.67 billion, from
capital contributions or loans to be made to CSW (UK) by its sole
shareholder, CSW UK Investments, which has arranged a senior
secured credit facility for that purpose.  Neither CSW nor CSW
International has guaranteed or otherwise has recourse for
amounts borrowed by CSW UK Investments under the credit facility.

     SEEBOARD is a retail electric company headquartered in
Crawley, West Sussex, and has a distribution territory that
covers approximately 6,000 square miles and extends from the

<PAGE> 57
outlying areas of London to the English Channel.  SEEBOARD serves
approximately 2 million customers, approximately 80% of which are
residential and commercial and approximately 20% of which are
industrial.  For the year ended March 31, 1995, SEEBOARD had
electricity sales of 17.6 billion kwh and a profit before tax of
approximately $224 million on revenues of approximately $1.9
billion.  SEEBOARD is also involved in certain non-regulated
activities, including electrical contracting and retailing, gas
supply and electricity generation.  CSW believes that SEEBOARD
will be a positive addition to its existing business due to,
among other reasons, its strong management, excellent financial
characteristics and innovative growth strategies.  The earnings
of SEEBOARD have been converted into U.S. dollar amounts for
illustrative purposes only at an exchange rate of 1.00 pound
= $1.5788, which was the prevailing rate of exchange at the close 
of business on November 3, 1995, the business day prior to the
announcement of the tender offer.

Regulatory Matters
     Reference is made to  NOTE 2.  Litigation and Regulatory
Proceedings for a discussion of CPL, SWEPCO and WTU regulatory
matters.

Competition
     Amendments to PURA, the legal foundation of electric
regulation in Texas, became effective on September 1, 1995.
Among other things, the amendments deregulate the wholesale bulk
power market in ERCOT, permit pricing flexibility for utilities
facing competitive challenges, provide for a market-driven
integrated resource planning process and mandate comparable open
access transmission service.

     PURA also requires that the Texas Commission adopt a rule on
comparable open transmission access by March 1, 1996.  In
conjunction with this rulemaking proceeding (Docket No. 14045),
Texas Commission Chairman Pat Wood issued a proposal on September
6, 1995, for the purpose of maximizing competition in the ERCOT
wholesale bulk power market.  The proposal calls for the
functional unbundling of integrated utilities where distribution
entities could purchase their power requirements from any
generator or set of generators in ERCOT.  Those generators which
are currently regulated would be deregulated after provisions are
in place to recover stranded costs.  The proposal has been
assigned to a separate proceeding (Docket No. 15000), but the
Texas Commission has not yet developed a schedule for pursuing
this docket.  CSW expects this docket to provide the vehicle for
the Texas Commission and other interested parties to develop
positions on industry restructuring before the Texas Legislature
convenes in January 1997.

Litigation Relating to Termination of El Paso Merger
     For information regarding the commitments and contingent
liabilities relating to the termination of the Merger, reference
is made to PART II-OTHER INFORMATION-Item 1. Legal Proceedings.

<PAGE> 58
PART II - OTHER INFORMATION

     For background and earlier developments relating to Part II
information reference is made to each Registrants' combined
Annual Report on Form 10-K for the year ended December 31, 1994
and Combined Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995.

Item 1.  Legal Proceedings.

Litigation Relating to Termination of El Paso Merger
     In May 1993, CSW entered into a Merger Agreement pursuant to
which El Paso would emerge from bankruptcy as a wholly owned
subsidiary of CSW.  El Paso is an electric utility company
headquartered in El Paso, Texas, which had filed a voluntary
petition for reorganization under Chapter 11 of the Bankruptcy
Code on January 8, 1992.

     On June 9, 1995, CSW sent a letter to El Paso declining to
extend the termination date under the Merger Agreement as
requested by El Paso and terminating the Merger Agreement.  CSW's
June 9, 1995 letter also informed El Paso that it was revoking
the Modified Third Amended Plan of Reorganization for the
proposed Merger with El Paso by a contemporaneous filing with the
United States Bankruptcy Court for the Western District of Texas,
Austin Division, before which the El Paso bankruptcy
reorganization proceeding is pending.

     On June 9, 1995, following CSW's notification that it was
terminating the Merger and withdrawing the Modified Third Amended
Plan of Reorganization, El Paso filed the El Paso Suit against
CSW in state district court in El Paso, Texas, claiming breach of
contract, breach of duty of good faith and fair dealing, breach
of fiduciary duty, business disparagement, tortious interference
with contract and fraud in the inducement.  El Paso's suit seeks
a $25 million termination fee from CSW, certain costs related to
the Modified Third Amended Plan of Reorganization, additional
unspecified damages, punitive damages, interest as permitted by
law, reasonable attorneys fees and court costs.  On June 15,
1995, CSW filed suit against El Paso in the United States
Bankruptcy Court in Austin, Texas seeking a $25 million
termination fee from El Paso due to El Paso's breaches of the
Merger Agreement, at least $3.6 million in rate case expenses
incurred by CSW on behalf of El Paso related to state regulatory
merger proceedings and a declaratory judgment that CSW properly
terminated the Merger Agreement.  CSW also removed the El Paso
Suit from state district court to the United States Bankruptcy
Court in El Paso, Texas and requested that the action be
transferred to the United States Bankruptcy Court in Austin,
Texas, the bankruptcy court that has jurisdiction over El Paso's
bankruptcy case.  The action has since been transferred to the
United States Bankruptcy Court in Austin, Texas.

     On August 4, 1995, El Paso filed motions with the Austin
bankruptcy court to remand the El Paso Suit back to the state
district court in El Paso and abstain from hearing the CSW Suit.
The bankruptcy court denied El Paso's motions, and in connection
therewith the judge presiding over El Paso's bankruptcy
proceeding recused himself from hearing the El Paso Suit and the
CSW Suit.  Both lawsuits have since been assigned to another
judge of the United States Bankruptcy Court in Austin, Texas.  A
motion by CSW to consolidate the El Paso Suit and the CSW Suit is
currently before the court.  On October 19, 1995, El Paso filed
motions (i) to withdraw the reference in the lawsuits from the
United States Bankruptcy Court in Austin, Texas to the United
States District Court for the Western District of Texas and (ii)
to change venue in both lawsuits to the El Paso Division of the
United States District Court for the Western District.  No
hearing has been set on these motions.  CSW and El Paso have also
recently filed separate status reports with the bankruptcy court.
No trial date has been set for the lawsuits.


<PAGE> 59
     CSW believes that it has substantial defenses to the El Paso
Suit and intends to defend the El Paso Suit, and to pursue the
CSW Suit, vigorously.  However, the outcome of the two lawsuits
cannot presently be predicted.

CPL's Westinghouse Litigation
     CPL and other owners of STP are plaintiffs in a lawsuit
filed in October 1990 in District Court in Matagorda County,
Texas against Westinghouse seeking damages and other relief.  The
suit alleges that Westinghouse supplied STP with defective steam
generator tubes that are susceptible to stress corrosion
cracking.  Westinghouse filed an answer to the suit in March 1992
denying the plaintiffs' allegations.  A jury trial commenced on
July 5, 1995 in Bay City, Texas.

     Inspections detected early indications of stress corrosion
cracking in steam generator tubes at STP.  Management believes
the steam generator tubes will continue to deteriorate.  The STP
owners have received competitive bids for procurement of Unit 1
and Unit 2 replacement steam generators based on delivery in
1999, and have entered into specific negotiations with the
selected vendor.

     A revised damages report (based on selected bid) prepared by
experts for the STP owners estimates that the replacement of the
STP Unit 1 and Unit 2 steam generators will cost approximately
$258 million in 1995 dollars, of which CPL's share would be
approximately 25%.  The estimated replacement cost of $258
million does not include replacement power costs, additional
operating expenses and other costs that are being sought from
Westinghouse in the pending litigation.  Recoverability of these
amounts and the steam generator replacement costs from
Westinghouse is uncertain.  However, management believes that the
ultimate resolution of this matter will not have a material
adverse effect on CSW's or CPL's results of operations or
financial condition.

PSO's Burlington Northern Transportation Contracts
     In June 1992, PSO filed suit in Federal District Court in
Tulsa, Oklahoma, against Burlington Northern seeking declaratory
relief under a long-term contract for the transportation of coal.
In July 1992, Burlington Northern asserted counterclaims against
PSO alleging that PSO breached the contract.  The counterclaims
sought damages in an unspecified amount.  In December 1993, PSO
amended its suit against Burlington Northern seeking damages and
declaratory relief under federal and state antitrust laws.  PSO
and Burlington Northern filed motions for summary judgment on
certain issues in the litigation.  In March 1994, the court
issued an order granting PSO's motions for summary judgment and
denying Burlington Northern's motion.  It was not necessary for
the court to decide the federal and state antitrust claims raised
by PSO.  Judgment was rendered in favor of PSO by the United
States District Court in May 1994.  In June 1994, Burlington
Northern appealed this judgment to the United States Court of
Appeals for the Tenth Circuit.  In April 1995, the Tenth Circuit
entered an order reversing the District Court's decision in part
and affirming the order in part.  On May 2, 1995, PSO filed a
petition for rehearing by the Tenth Circuit.  The petition for
rehearing was denied May 31, 1995 and the case was remanded to
the District Court.  Following remand of the case to the District
Court, PSO reasserted its antitrust claims against Burlington
Northern.  Further proceedings are being conducted in the
District Court on PSO's antitrust claims and Burlington
Northern's contract counter claim.  Management believes the
ultimate resolution of this matter will not have a material
adverse effect on CSW's or PSO's consolidated results of
operations or financial condition.

PSO's Burlington Northern Arbitration
     In May 1994, in a related arbitration, an arbitration panel
made an award favorable to PSO concerning basic transportation
rates under the coal transportation contract described above, and
concerning the contract mechanism for adjustment of future
transportation rates.  These arbitrated issues were not involved

<PAGE> 60
in the related lawsuit described above.  Burlington Northern
filed an action to vacate the arbitrated award in the District
Court for Dallas County, Texas.  PSO removed this action to the
United States District for the Northern District of Texas, and
filed a motion to either dismiss this action or have it
transferred to the United States District Court for the Northern
District of Oklahoma.  Burlington Northern moved to remand the
action to state court.  In September 1994, the United States
District Court for the Northern District of Texas denied
Burlington Northern's motion to remand, and granted PSO's motion
to transfer the action to the United States District Court for
the Northern District of Oklahoma.  Separately, PSO filed an
action to confirm the arbitration award in the United States
District Court for the Northern District of Oklahoma, and
Burlington Northern filed a motion to dismiss this confirmation
action.  On December 6, 1994, the District Court entered an order
denying Burlington Northern's motion to vacate the arbitration
award, and granting PSO's motion to confirm the arbitration
award.  On December 29, 1994, the District Court entered judgment
confirming the arbitration award, including a money judgment in
PSO's favor of $16.4 million, with interest at 7.2% per annum
compounded annually from December 21, 1994 until paid.  In
January 1995, Burlington Northern appealed the District Court's
judgment to the United States Court of Appeals for the Tenth
Circuit.  On October 20, 1995, the Court of Appeals issued an
order and judgment affirming the judgment of the District Court.
The time within which Burlington Northern may file a petition for
a Writ of Certiorari with the United States Supreme Court.

PSO's PCB Cases
     As previously reported, PSO has been named defendant in
complaints filed in state court in Oklahoma alleging, among other
things, that some of the plaintiffs were contaminated with PCBs
and other toxic by-products following transformer malfunctions.
To date the complaints have totaled approximately $395 million,
of which amount approximately one-third represents punitive
damages.  As a result of settlements with certain plaintiffs,
some claims have been dismissed.  The settlements have not had a
material adverse effect on CSW's or PSO's consolidated results of
operations or financial condition.  Although management cannot
predict the outcome of these proceedings, management believes
that PSO has defenses to these claims and intends to pursue them
vigorously.  Moreover, management has reason to believe that
PSO's insurance may cover some of these claims.  Management also
believes that the ultimate resolution of these cases will not
have a material adverse effect on CSW's or PSO's consolidated
results of operations or financial condition.

PSO's Gas Purchase Contracts
     PSO has been named defendant in complaints filed in Federal
and state courts of Oklahoma and Texas in 1984 through October
1995 by gas suppliers alleging claims arising out of certain gas
purchase contracts.  The plaintiffs seek relief through the
filing dates as well as attorney's fees.  In October 1995,
complaints representing approximately $17 million were dismissed,
certain of which resulted from settlements among the parties.
Remaining complaints currently total approximately $11 million in
actual damages, together with claims for punitive damages which,
in compliance with pleading code requirements, are alleged to be
in excess of $10,000.  The settlements did not have a significant
effect on PSO's consolidated results of operations.  The
remaining suits are in the preliminary stages.  Management cannot
predict the outcome of these proceedings.  However, management
believes that PSO has defenses to these complaints and intends to
pursue them vigorously.  Management also believes that the
ultimate resolution of the remaining complaints will not have a
material adverse effect on CSW's or PSO's consolidated results of
operations or financial condition.

Other CSW System Legal Claims and Proceedings
     The CSW System is party to various other legal claims and
proceedings arising in the normal course of business.  Management
does not expect disposition of these matters to have a material

<PAGE> 61
adverse effect on the Registrants' results of operations or
financial condition.  See  NOTE 2.  Litigation and Regulatory
Proceedings for a discussion of each of the Electric Operating
Companies regulatory matters.

Item 5.  Other Information.

Environmental Matters
CPL's Toxic Substances Control Act of 1976
     As previously reported, under the TSCA, the storage, use and
disposal, among other things, of PCBs are regulated.  Violations
of the TSCA may lead to fines and penalties.  CPL was inspected
by the EPA in 1992 and found to have TSCA record-keeping and
other violations for PCBs.  CPL negotiated a settlement, signed a
consent agreement and, in September 1995, paid a penalty of
approximately $76,000.

CPL's Sol Lynn Superfund Site
     As previously reported, the Sol Lynn salvage yard was
declared a Superfund site by the EPA after it was found to
contain a number of contaminants including PCBs.  Gulf States
Utilities Company remediated the site for approximately $2
million and sought to recover a portion of the remediation costs
from alleged PRPs, including CPL.  In March 1995, CPL and Gulf
States Utilities Company reached an agreement pursuant to which
CPL agreed to pay $50,000 as its share of remediation costs.  On
September 30, 1995 the courts approved the settlement.

PSO's PCB Storage Facilities
     As previously reported, PSO investigated and identified PCB
contamination at one of its PCB storage facilities in Sand
Springs, Oklahoma.  PSO made proper notification to the EPA of
the contamination that was caused by spills prior to the adoption
of PCB spill regulations.  PSO negotiated a remediation plan with
the EPA.  Remediation began in November 1994, and the remediation
costs were $235,000.  As part of the remediation plan, the EPA
requested PSO to sample the land surrounding the PCB storage
building site.  The land includes an active PSO substation and a
privately owned industrial area.  Testing of the PSO property
conducted during the third quarter of 1995 revealed minor
contamination and the resulting clean was completed.  PSO has not
been able to get permission to test the adjoining industrial
area.

PSO Coal Mine Reclamation
     As previously reported, in August 1994, PSO received
approval from the Wyoming Department of Environmental Quality to
begin reclamation of a coal mine in Sheridan, Wyoming owned by
Ash Creek Mining Company, a wholly owned subsidiary of PSO.  Ash
Creek Mining recorded a $3 million liability in 1993 for the
estimated reclamation costs and subsequently accrued an
additional $500,000 in August 1995.  Actual reclamation work
commenced in September 1995, with completion estimated in late
1996.  Surveillance monitoring will continue for ten years after
final reclamation.  Management believes the ultimate resolution
of this matter will not have a material adverse effect on CSW's
or PSO's consolidated results of operations or financial
condition.

SWEPCO's Suspected MGP Sites in Texarkana, Texas and Arkansas and
Shreveport, Louisiana
     As previously reported, SWEPCO owns a suspected former MGP
site in Texarkana, Texas and Arkansas.  The EPA ordered an initial
investigation of this site, as well as a site in Shreveport,
Louisiana, which is no longer owned by SWEPCO.  The contractor who
performed the investigations of these two sites recommended to the
EPA that no further action be taken at this time.  Also, an
underground storage tank was discovered in place at the Texarkana
site and it was leaking.  SWEPCO removed the tank in early 1995
and has made a request for closure from the Arkansas Department of
Pollution Control and Ecology based on soil and ground water
quality results.


<PAGE> 62
SWEPCO's Suspected Biloxi, Mississippi MGP Site
     As previously reported, SWEPCO has been notified by
Mississippi Power that it may be a PRP at the former Biloxi MGP
site formerly owned and operated by a predecessor of SWEPCO.
SWEPCO is working with Mississippi Power to investigate the
extent of contamination at this site.  The MDEQ approved a site
investigation work plan and, in January 1995, SWEPCO and
Mississippi Power initiated sampling pursuant to that work plan.
On an interim basis, SWEPCO and Mississippi Power are each paying
fifty percent of the cost of implementing the site investigation
work plan.  That interim allocation is subject to a final
allocation in the future.  SWEPCO and Mississippi Power are
investigating whether there are other PRPs at the Biloxi site.

     SWEPCO continues to work with Mississippi Power in
conducting the site investigation of the Biloxi service center
property and adjacent properties that may be impacted by either
the former MGP operation and/or the historical service center
operations.  Contamination has been identified as the result of
the investigation and SWEPCO and Mississippi Power are now in the
process of completing a risk assessment that will be used to
evaluate remediation alternatives for the site.  A Remedial
Investigation Report has been submitted to the MDEQ for review
and comment.

Norweb
     On September 28, 1995, Texas Energy Partners announced that
it had commenced an offer, which was subsequently withdrawn, to
acquire all of the outstanding ordinary shares of Norweb for
approximately $2.7 billion.  On October 3, 1995, in response to a
higher bid for Norweb by North West Water, Texas Energy Partners
increased its initial bid for Norweb to an aggregate of
approximately $2.72 billion.  On October 12, 1995, the day
following North West Water's announcement that it had raised its
offer for Norweb to approximately $2.83 billion, Texas Energy
Partners announced that it had elected not to proceed with its
takeover bid for Norweb.

Board of Directors Elections
CSW
On October 18, 1995, Mr. Thomas H. Cruikshank was elected to the
CSW board of directors.  Mr. Cruikshank is currently chairman of
the board of Halliburton Company, which is headquartered in
Dallas, Texas.  Mr. Cruikshank previously served as Halliburton's
chief executive officer.

CPL
On October 27, 1995, Mr. John F. Brimberry was elected to the CPL
board of directors.  Mr. Brimberry is currently the president and
chief executive officer of four independent insurance agencies
located in south Texas.

SWEPCO
On October 23, 1995, Mrs. Maxine P. Sarpy was elected to the
SWEPCO board of directors.  Mrs. Sarpy currently serves in many
capacities for a variety of organizations, including the Southern
University Foundation Board, the Association for Community
Training and the Auxiliary to the Louisiana Medical Association.


<PAGE> 63
Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits:
     (10)    Material Contracts
             CSW - Credit Agreement dated as of November 6, 1995 among
             Central and South West Corporation and the Banks listed
             therein (Exhibit 10.1).

     (12)    Computation of Ratio of Earnings to Fixed Charges
             CPL - (Exhibit 12.1)
             PSO - (Exhibit 12.3)
             SWEPCO - (Exhibit 12.4)
             WTU - (Exhibit 12.5)

             Computation of Ratio of Earnings to Combined Fixed Charges
               and Preferred Stock Dividends
             CPL - (Exhibit 12.2)

     (27)    Financial Data Schedules
             CSW - (Exhibit 27.1)
             CPL - (Exhibit 27.2)
             PSO - (Exhibit 27.3)
             SWEPCO - (Exhibit 27.4)
             WTU - (Exhibit 27.5)

(b)  CSW Current Reports filed on Form 8-K:
             Item 5.  Other Events, reporting an ALJ recommendation 
             regarding WTU deferred accounting, dated July 10, 1995.

             Item 5.  Other Events, reporting developments in its
             regulatory matters, dated September 6, 1995.

             Item 5.  Other Events, reporting CPL's intent to file
             a retail base rate review request in November 1995, dated
             September 27, 1995.

             Item 5.  Other Events and Item 7.  Financial
             Statements and Exhibits, reporting two joint offers by CSW
             and a partner to acquire Norweb, dated September 28, 1995.

             Item 5.  Other Events, reporting the termination of
             CSW's and its partner's bid to acquire Norweb, dated
             October 12, 1995.

      CPL Current Reports filed on Form 8-K:
             Item 5.  Other Events, reporting its intent to file a
             retail base rate review request in November 1995, dated
             September 27, 1995.

             Item 5.  Other Events, providing unaudited financial
             information for the quarter and year ended September 30,
             1995, in anticipation of a debt offering by CPL, dated
             October 19, 1995.

      PSO Current Reports filed on Form 8-K:
             No reports were filed for PSO.

<PAGE> 64

      SWEPCO Current Reports filed on Form 8-K:
             No reports were filed for SWEPCO.

      WTU Current Reports filed on Form 8-K:
             Item 5.  Other Events, reporting an ALJ recommendation 
             regarding deferred accounting, dated July 10, 1995.

             Item 5.  Other Events, reporting developments in its
             regulatory matters, dated September 6, 1995.

             Item 5.  Other Events, providing unaudited financial
             information for the quarter ended and year ended September
             30, 1995, in connection with a debt offering by WTU, dated
             October 19, 1995.

<PAGE> 65
SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act
of 1934, each Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.  The
signature for each undersigned Registrant shall be deemed to
relate only to matters having reference to such Registrant or its
subsidiaries.


               CENTRAL AND SOUTH WEST CORPORATION
                                

Date:  November 10, 1995         /s/ Wendy G. Hargus
                                 Wendy G. Hargus
                                 Controller and Chief Accounting Officer
                                 (Principal Accounting Officer)



                 CENTRAL POWER AND LIGHT COMPANY
               PUBLIC SERVICE COMPANY OF OKLAHOMA
               SOUTHWESTERN ELECTRIC POWER COMPANY
                  WEST TEXAS UTILITIES COMPANY
                                

Date:  November 10, 1995         /s/ R. Russell Davis
                                 R. Russell Davis
                                 Controller and Chief Accounting Officer
                                 (Principal Accounting Officer)