Exhibit (3) 2


                       CENTRAL AND SOUTH WEST CORPORATION


                                     BYLAWS













Revised effective
January 20, 1999


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                       CENTRAL AND SOUTH WEST CORPORATION
                                     BYLAWS

                                    ARTICLE I
                               STOCK AND TRANSFERS

         SECTION  1. Each  holder of fully  paid stock  shall be  entitled  to a
certificate or  certificates of stock stating the number of shares owned by such
holder.  All  certificates  shall at the time of their issuance be signed by the
Chairman, the Vice Chairman, if any, the President, or a Vice President and also
by  the  Treasurer,  the  Secretary,  an  Assistant  Treasurer  or an  Assistant
Secretary,   shall  be   countersigned   by  a  Transfer  Agent,  and  shall  be
authenticated and registered by a Registrar,  provided that in case any officer,
Transfer Agent or Registrar who has signed or whose facsimile signature has been
placed upon a certificate  shall have ceased to be such officer,  Transfer Agent
or Registrar before such  certificate is issued,  it may be issued with the same
effect as if such officer, Transfer Agent or Registrar had not ceased to be such
at the date of its  issue.  The Board of  Directors  shall  appoint  one or more
Transfer  Agents,  none of whom  shall  be the  Corporation  or any  officer  or
employee thereof, and one or more Registrars,  each of which Registrars shall be
a bank or trust company. If a certificate is countersigned  manually by either a
Transfer Agent or a Registrar,  any other  signature on the certificate may be a
facsimile.
         SECTION 2. Shares of stock shall be  transferable  only on the books of
the Corporation  and, except as otherwise  required by law, shall be transferred
only upon proper  endorsement  and  surrender  of the  certificates  theretofore
issued therefor. If an outstanding certificate of stock shall be lost, stolen or
destroyed,  there shall be issued to the holder thereof a new  certificate  upon
production  of evidence  satisfactory  to the Board of  Directors  of such loss,
theft or destruction and upon furnishing to the Corporation, the Transfer Agents
and the  Registrars  a bond of  indemnity  deemed  sufficient  by the  Board  of
Directors  against claims on account of such alleged loss,  theft or destruction
or on account of the issuance of such new certificate.

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                                   ARTICLE II
                                  STOCKHOLDERS

         SECTION  1. A meeting  of the  stockholders  shall be held on the third
Thursday  in April of each  year or on such  other day as may,  in any year,  be
specified by the Board of Directors.  Each such annual  meeting shall be held at
such place and hour as may be fixed by the Board of Directors.
         SECTION 2.  Special  meeting of the  stockholders  may be called by the
Chairman, by the Board of Directors, by a majority of the Directors individually
or by the holders of not less than one-third of the total outstanding  shares of
stock of the Corporation. Each special meeting of the stockholders shall be held
at such  place,  date and hour as may be fixed by the person or persons  calling
the meeting.
         SECTION 3.  Written  notice  stating  the place,  date and hour of each
meeting of the stockholders,  and, in case of a special meeting,  the purpose or
purposes  for which the  meeting is called,  shall be given not less than ten or
more than fifty days before the date of the meeting except as otherwise required
by law, either  personally or by mail, to each stockholder of record entitled to
vote at such meeting.
         SECTION  4. At all  meetings  of the  stockholders  a  majority  of the
outstanding  shares  of  stock,  excluding  such  shares  as may be owned by the
Corporation,  represented in person or by proxy,  shall  constitute a quorum for
the  transaction  of business,  but the  stockholders  represented at a meeting,
though  less than a quorum,  may  adjourn  the meeting to some other day or sine
die. If a quorum is present the affirmative  vote of a majority of the shares of
stock  represented at the meeting shall be the act of the  stockholders,  unless
the  vote  of a  greater  number  is  required  by law or  the  Second  Restated
Certificate of Incorporation.
         SECTION 5. At every  meeting of the  stockholders,  each share of stock
shall  entitle the holder of record on the date fixed by the Board of  Directors
to one vote upon each matter  voted upon.  In the  election of  directors of the
Corporation,  the principle of cumulative  voting shall not apply.  Votes may in

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all cases be cast by duly authorized proxy, but no stockholder shall be entitled
to designate more than three persons as proxies to vote shares held by him.
         SECTION 6. At least ten days  before each  meeting of the  stockholders
the Secretary shall prepare a complete list, in  alphabetical  order, of all the
stockholders  of the  Corporation  entitled to vote at the meeting,  showing the
address of each and the number of shares  registered  in the name of each.  Such
list  shall be open to the  examination  of any  stockholders,  for any  purpose
germane to the meeting,  during ordinary business hours for a period of at least
ten  days  prior to the  meeting,  at a place  specified  in the  notice  of the
meeting,  within the city where the meeting is to be held, or at the place where
the meeting is to be held.
         SECTION 7. For the  purpose of  determining  stockholders  entitled  to
notice of or to vote at a meeting of stockholders or an adjournment  thereof, or
to receive  payment of a dividend or other  distribution or allotment of rights,
or in  order  to make a  determination  of  stockholders  for any  other  proper
purpose,  the Board of Directors may fix, in advance,  a record date which shall
be not more  than  sixty  days nor less  than ten days  before  the date of such
meeting, except as otherwise required by law.

                                   ARTICLE III
                               BOARD OF DIRECTORS

         SECTION 1. (a) At each annual meeting of stockholders, directors of the
Corporation shall be elected to hold office until the expiration of the term for
which they are elected,  and until their  successors  have been duly elected and
qualified;  except that if any such election shall not be so held, such election
shall take place at a  stockholders'  meeting called and held in accordance with
the Delaware General  Corporation Law. The directors of the Corporation shall be
divided  into three  classes as nearly equal in size as is  practicable,  hereby
designated  Class I, Class II and Class III.  The term of office of the  initial

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Class I  directors  shall  expire  at the  next  succeeding  annual  meeting  of
stockholders,  the term of office of the initial Class II directors shall expire
at the second  succeeding  annual meeting of stockholders and the term of office
of the initial Class III directors shall expire at the third  succeeding  annual
meeting of the stockholders. For the purposes hereof, the initial Class I, Class
II and Class III  directors  shall be those  directors  elected at the April 19,
1990 annual  meeting  and  designated  as members of such Class.  At each annual
meeting after the April 19, 1990 annual meeting, directors to replace those of a
Class whose terms expire at such annual  meeting shall be elected to hold office
until the third succeeding annual meeting and until their respective  successors
shall have been duly  elected and shall  qualify.  If the number of directors is
hereafter changed, any newly created  directorships or decrease in directorships
shall be so apportioned among the classes as to make all classes as nearly equal
in number as is practicable.
         (b) Any  director may be removed from office only for cause and only by
the affirmative  vote of the holders of eighty percent (80%) of the voting power
of the outstanding shares of Common Stock.
         (c) The number of directors  constituting the entire Board of Directors
shall be not less than nine nor more than  fifteen  as may be fixed from time to
time by  resolution  adopted by a majority  of the  entire  Board of  Directors;
provided,  however, that no decrease in the number of directors constituting the
entire Board of Directors  shall shorten the term of any incumbent  director.  A
majority of the entire Board of Directors  may adopt a resolution at any time to
increase  the number of  directors  to not more than  fifteen  and, by vote of a
majority of the Board of  Directors,  elect a new  director or directors to fill
any such newly  created  directorship.  Any such new director  shall hold office
until the next annual meeting of stockholders and until his successor shall have
been duly elected and qualified.
         (d) Vacancies occurring on the Board of Directors for any reason may be
filled by vote of a majority of the remaining members of the Board of Directors,
although less than a quorum, at any meeting of the Board of Directors.  A person
so elected by the Board of Directors to fill a vacancy  shall be elected to hold
office  until  the  next  succeeding  annual  meeting  of  stockholders  of  the
Corporation  and until his or her  successor  shall  have been duly  elected  an
qualified.

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         SECTION 2. Except  with  respect to those  persons who were  serving as
directors of the  Corporation  on October 12, 1987, and who at that time were 60
years of age or over (all of whom shall be eligible  for  election as  directors
until they,  respectively,  attain the age of 73 years and may continue to serve
until  the  annual  meeting  of  shareholders   following  the  director's  73rd
birthday),  the Board of  Directors  shall not elect nor propose for election by
the  stockholders of the Corporation (a) any non-employee of the Corporation who
has attained the age of 70 or who will have  attained  that age on or before the
date of his election by the Board or proposed election by the  stockholders,  or
(b) any employee of the  Corporation  or any of its  subsidiaries  (other than a
past or present Chief  Executive  Officer of the  Corporation)  whose service as
such employee has terminated or will in normal course terminate on or before the
date of his election by the Board or proposed election by the stockholders.  Any
such  non-employee  director  who  attains  the  age  of 70  years  during  such
director's  service  shall serve until the next annual  meeting of  shareholders
following such  director's  70th  birthday.  Any person who, under the foregoing
provisions of this Section 2, would be eligible for election as a director after
age 70  shall,  should  the  director  elect to  withdraw  himself/herself  from
consideration  for such  election,  be entitled to the  retirement  benefits the
director  would have been  entitled  to  receive  had the  director  served as a
director  until age 73 and the  commencement  of such  benefits  shall,  in that
event, be accelerated to age 70 or such later date as such election may be made.
The term  "retirement  benefits" as used herein shall include but not be limited
to deferred  compensation payable under any compensation plan of the Corporation
for the benefit of its directors. The term of any director who is an employee of
the Corporation or any of its subsidiaries  shall expire  concurrently  with the
termination of service of that director as such an employee.
         SECTION 3. A regular  meeting of the Board of  Directors  shall be held
immediately  or as soon as  practicable  after the election of Directors in each

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year,  provided a quorum for such  meeting can be obtained.  Thereafter  regular
meetings  of the Board shall be held on such dates and at such hour and place as
to each meeting as the Board by resolution  determines.  Notice of every regular
meeting of the Board,  except the first  meeting after the election of Directors
in each year,  stating the date,  hour and place at which such  meeting  will be
held, shall be given to each Director personally,  by telephone, by telegraph or
by mail, at least seven days before the day of such meeting.
         SECTION 4. Special  meetings of the Board of Directors may be called by
the Chairman, by the President,  the Vice Chairman, if any, or a Vice President,
when acting in the Chairman's  stead,  or by any two Directors.  Notice of every
special  meeting  of the Board,  stating  the time and place at which it will be
held, shall be given to each Director personally,  by telephone, by telegraph or
by mail, at least four days before the day of such meeting.
         SECTION 5. Notice to a Director of any meeting may be waived in writing
by such  Director,  either  before or after the meeting,  and shall be deemed to
have been waived by his attendance at the meeting.
         SECTION 6. A majority of the number of Directors  fixed by these Bylaws
shall  constitute a quorum for the transaction of business at any meeting of the
Board,  but a lesser  number may adjourn  the meeting  from time to time until a
quorum is obtained, or may adjourn sine die. Except as otherwise provided in the
Second  Restated  Certificate  of  Incorporation  of the  Corporation,  at every
meeting of the Board of Directors  at which a quorum is present a majority  vote
of the Directors  present shall be decisive of all questions before the meeting.
No Director may  participate  in meetings of the Board or committees  thereof by
means of conference  telephone or similar  communications  equipment except upon
prior notice to such Director from the Chairman,  or in the case of a meeting of
a  committee,  from the chairman  thereof,  and, in the case of a meeting of the
Board, unanimous approval of the Directors present.
         SECTION 7.  Directors  who are not  officers of the  Corporation  or an
affiliate shall receive annual retainers and fees for attending  meetings of the
Board or committees  of the Board in such amounts as the Executive  Compensation
Committee of this Board shall from time to time set. No retainers or  attendance

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fees shall be paid to Directors who are also officers of the  Corporation  or an
affiliate. All Directors shall be reimbursed by the Corporation for their out of
pocket  traveling  and other  expenses  incurred in  connection  with  attending
meetings of the Board or  committees  of the Board.  Nothing  therein  contained
shall be construed to preclude any Director from serving the  Corporation in any
other capacity and receiving compensation therefor,  including such compensation
as may be specified  by the Board of  Directors  for services as a member of any
committee of the Board.

                                   ARTICLE IV
                                   COMMITTEES

         SECTION 1. The Board of Directors may from time to time  establish,  by
resolution  passed  by a  majority  of the  whole  Board,  standing  or  special
committees,  each consisting of two or more directors. Each committee shall have
those duties and powers,  permitted by law, as the Board may  determine.  Except
for the  Chairman  of the  Corporation,  no  committee  member  shall also be an
officer or employee of the  Corporation  or any of its  subsidiaries.  The whole
Board shall appoint the committee members and chairmen, and determine the duties
and powers of each committee,  annually,  upon recommendation of the Chairman of
the Corporation,  after the conclusion of the Corporation's Annual Stockholders'
Meeting.
         SECTION 2. Meetings of a committee may be called by the chairman of the
committee,  by any two members of the  committee or by the  Chairman.  Notice of
each  committee  meeting,  stating the date,  hour and place at which it will be
held, shall be given to each member of the committee  personally,  by telephone,
by telegraph or by mail,  at least four days before the day of such  meeting.  A
majority  of the  members  of a  committee  shall  constitute  a quorum  for the
transaction of business at any meeting thereof,  but a lesser number may adjourn
the meeting  from time to time until a quorum is  obtained,  or may adjourn sine
die. A majority  vote of those  present at a meeting of a  committee  at which a
quorum is present shall be decisive of all questions before the meeting.

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         SECTION  3. In the  absence  or  disqualification  of any  member  of a
committee,  the  remaining  member  or  members  present  at a  meeting  and not
disqualified  from voting,  whether or not  constituting  a quorum,  may appoint
another  Director  to act at  such  meeting  in the  place  of  such  absent  or
disqualified member.
         SECTION 4. Notice to a Director of any committee  meeting may be waived
in writing by such  Director,  either before or after the meeting,  and shall be
deemed to have been waived by his attendance at the meeting.
         SECTION  5.  The  Board  of  Directors  may  delegate  to the  Chairman
authority to establish Committees, designate their powers, and appoint committee
members and chairmen.

                                    ARTICLE V
                                    OFFICERS

         SECTION 1. There  shall be  elected  by the Board of  Directors  at its
first  meeting  after the  election of  Directors  in each year,  a Chairman,  a
President, a Secretary, a Controller,  a Treasurer, and a General Counsel. There
may be  elected  by the  Board one or more Vice  Chairmen  and Vice  Presidents,
including  Executive  Vice  Presidents,  as the Board may decide  upon;  a Chief
Financial  Officer;  and  one  or  more  Assistant  Vice  Presidents,  Assistant
Secretaries,  Assistant Controllers or Assistant Treasurers.  The Board may also
provide for and elect or appoint,  at any time such other officers and prescribe
for each of them such duties as in its judgment may be desirable for the conduct
of the  business  and affairs of the  Corporation.  The Board shall  approve the
compensation of the chief executive, the operating, the administrative,  and the
financial  and legal  officers of the  Corporation.  The  Chairman and the Chief
Executive  Officer  shall  be,  and any  other  officers  may,  but shall not be
required to be,  Directors of the Corporation.  Any two or more offices,  except
those of Chief Executive Officer and Secretary,  may be held by the same person.
All officers shall hold their respective  offices until the first meeting of the
Board of Directors  after the next  succeeding  annual election of Directors and

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until their  respective  successors  shall have been elected and  qualified,  or
until their  earlier  resignation  or removal.  Any officer may be removed  from
office by the Board of Directors  whenever in its judgment the best interests of
the Corporation will be served thereby. Such removal,  however, shall be without
prejudice to the contract rights, if any, of the persons so removed. Election of
an officer shall not of itself create contract rights.
         SECTION 2. The  Chairman  shall be the chief  executive  officer of the
Corporation  and shall have general  authority over all its affairs and over all
its other  officers,  agents and employees.  The Chairman  shall,  when present,
preside at all meetings of the stockholders  and of the Board of Directors,  and
may attend any meeting of any  committee  of the Board  whether or not a member,
except that attendance at an audit committee meeting may be only upon invitation
of that  committee.  The Chairman  shall sign all papers and documents as may be
necessary or appropriate  and shall have such other powers and duties as usually
devolve  upon the chief  executive  officer of a  corporation,  and such further
powers and duties as may be prescribed  by the Board of Directors.  The Chairman
shall have  authority to appoint,  remove or discharge  any agent or employee or
any officer not elected or  appointed by the Board of  Directors  and,  when the
Board is not in session,  to suspend  the  authority  of any officer  elected or
appointed  by the  Board,  subject  to the  pleasure  of the  Board  at its next
meeting.
         SECTION 3. Any officer not required by these bylaws to be elected under
Section 1 above, including but not limited to Vice Chairmen,  Vice President and
a Chief Financial Officer,  shall have such specific powers and duties, and such
authority over the affairs of the Corporation, as may be prescribed by the Board
or the  Chairman.  Said  officers  shall  report to the  Chairman  or such other
officer as the Board or Chairman may designate.
         SECTION 4. The General Counsel shall be responsible for the supervision
of the legal affairs of the Corporation  and in connection  therewith shall have
such  specific  powers and duties as shall be  delegated  by the  Chairman.  The
General Counsel shall report to the Chairman.

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         SECTION 5. The Controller shall be responsible for the installation and
supervision  of all  accounting  records  of the  Corporation,  preparation  and
interpretation  of the  financial  statements  and  reports of the  Corporation,
maintenance of appropriate  and adequate  records of authorized  appropriations,
determination  that  all  sums  expended  pursuant  to such  appropriations  are
properly accounted for, and shall ascertain that all financial  transactions are
properly  executed and recorded,  and shall have such specific powers and duties
as shall be delegated by the Chairman or the Chief  Financial  Officer,  if any.
The Controller may be required to give bond to the  Corporation for the faithful
discharge  of his or her  duties in such form and in such  amount  and with such
surety as shall be determined by the Board of Directors.  The  Controller  shall
report to the Chairman or such other officer as the Board may designate.
         SECTION 6. The Secretary shall attend all meetings of the  stockholders
and of the Board of Directors,  shall keep a true and faithful  record  thereof,
and shall have the custody and care of the corporate seal, records, minute books
and stock books of the Corporation.  Except as may be otherwise required by law,
the  Secretary  shall  sign and issue  all  notices  required  for  meetings  of
stockholders and of the Board of Directors.  Whenever requested by the requisite
number of  stockholders or Directors,  the Secretary  shall give notice,  in the
name of the  stockholders or Directors  making the request,  of a meeting of the
stockholders  or of the Board of Directors,  as the case may be. He or she shall
sign all  documents and papers to which his or her signature may be necessary or
appropriate,  shall  affix  and  attest  the  seal  of  the  Corporation  to all
instruments  requiring the seal,  and shall have such other powers and duties as
are commonly  incidental to the office of the  secretary of a corporation  or as
may be  prescribed  by the  Board of  Directors,  the  Chairman  or the  General
Counsel. He or she shall report to the General Counsel.
         SECTION 7. The Treasurer  shall have charge of and be  responsible  for
the  collection,   receipt,  custody  and  disbursement  of  the  funds  of  the
Corporation,  and shall deposit its funds in the name of the Corporation in such
banks,  trust  companies or other  depositories  as the Board of  Directors  may
direct.  Such funds  shall be subject to  withdrawal  only upon checks or drafts

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signed or authenticated in such manner as may be designated from time to time by
resolution  of the Board of Directors.  The Treasurer  shall have the custody of
such books and papers as in the practical business operations of the Corporation
shall be  convenient  or as shall be placed in his custody by order of the Board
of  Directors.  The  Treasurer  shall have such  other  powers and duties as are
commonly  incidental  to the office of treasurer of a  corporation  or as may be
prescribed by the Board of  Directors,  the Chairman or the Vice Chairmen or the
Chief Financial Officer, if any. Securities owned by the Corporation shall be in
the custody of the Treasurer or of such other  officers,  agents or depositories
as may be designated by the Board of Directors. The Treasurer may be required to
give bond to the Corporation for the faithful  discharge of his or her duties in
such form and in such amount and with such surety as shall be  determined by the
Board of  Directors.  The  Treasurer  shall report to the Chairman or such other
officer as the Board may designate.
         SECTION  8.  In  case  of the  absence  or  disability  of any  officer
hereinabove  provided,  the next  succeeding  senior  officer shall exercise the
powers and duties of such absent or disabled officer.

                                   ARTICLE VI
                                 INDEMNIFICATION

         Each person who is or was or had agreed to become a Director or officer
of the  Corporation,  or each such person who is or was serving or had agreed to
serve at the request of the Board of Directors or an officer of the  Corporation
as an employee or agent of the Corporation or as a Director,  officer,  employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise  (including the heirs,  executors,  administrators  or estate of such
person), shall be indemnified (including, without limitation, the advancement of
expenses and payment of all loss,  liability and expenses) by the Corporation to
the  full  extent  permitted  by the  General  Corporation  Law of the  State of
Delaware or any other applicable laws as presently in effect or as may hereafter
be amended (but in the case of any such amendment,  only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said  laws  permitted  the  Corporation  to  provide  prior to such  amendment);
provided  however,  that no person  shall be  indemnified  for  amounts  paid in

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settlement  unless  the  terms  and  conditions  of such  settlement  have  been
consented to by the Corporation and provided  further,  that no  indemnification
for employees or agents of the  Corporation  (other than Directors and officers)
will be made without the express  authorization  of the  Corporation's  Board of
Directors.

                                   ARTICLE VII
                                  MISCELLANEOUS

         SECTION  1.  No  debts  shall  be  contracted  by or on  behalf  of the
Corporation,  except for current  expenses  incurred in the  ordinary  course of
business,  unless  authorized or approved by the Board of  Directors,  or by the
Chairman, the Vice Chairman, if any, the President or Vice President when acting
pursuant to authority or approval granted by the Board.
         SECTION 2. Any and all shares of stock of any corporation  owned by the
Corporation and any and all voting trust  certificates  owned by the Corporation
calling for or  representing  shares of stock of any corporation may be voted at
any meeting of the  stockholders  of such  corporation  or at any meeting of the
holders  of such  certificates,  as the case may be, by the  Chairman,  the Vice
Chairman,  if any, the President or any Vice  President and the Secretary or any
Assistant  Secretary,  in  person or by proxy,  upon any  question  which may be
presented at such meeting,  and such officers may, on behalf of the Corporation,
waive any notice required to be given of the calling of such meeting and consent
to the holding of such meeting without notice or to the taking of action without
a meeting;  provided,  however, that if any question to be voted upon relates to
business of a special or  extraordinary  nature  which has not  previously  been
approved by the Board of Directors of the Corporation,  such officers shall vote
or act only in accordance with authorization by the Board of Directors.
         SECTION 3. The fiscal  year of the  Corporation  shall be the  calendar
year.

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                                  ARTICLE VIII
                               AMENDMENT OF BYLAWS

         These  Bylaws  may be  altered,  amended  or  repealed  by the Board of
Directors  at  any  regular  or  special   meeting  of  the  Board,  or  by  the
stockholders, as provided by law.