8-K

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                   SECURITIES AND EXCHANGE COMMISSION
                                    
                        WASHINGTON, D.C.   20549
                                    
                                    
                                FORM  8-K
                                    
                                    
                             CURRENT REPORT
                                    
                   Pursuant to Section 13 or 15(d) of
                   the Securities Exchange Act of 1934
                                    
                                    
Date of Report (Date of earliest event reported):     September 14, 1994

                   CENTRAL AND SOUTH WEST CORPORATION
         (Exact name of registrant as specified in its charter)
                                    
                                DELAWARE
             (State or other jurisdiction of incorporation)
                                    
           1-1443                                    51-0007707
(Commission File Number)                  (IRS Employer Identification No.)

              1616 Woodall Rodgers Freeway, Dallas TX 75202
          (Address of principal executive offices)  (zip code)
                                    
                             (214) 777-1000
          (Registrant's telephone number, including area code)
                                    
                                    
                                    
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Item 5.  Other Events

Proposed El Paso Electric Company (El Paso) Merger

       As  previously  announced,  Central and  South  West  Corporation
(Corporation or CSW), has entered into an agreement and plan  of  merger
between  El  Paso  and CSW, dated as of May 8, 1993, as amended  (Merger
Agreement),  pursuant  to  which El Paso would  emerge  from  bankruptcy
through  a  merger  (Merger)  as  a  wholly  owned  subsidiary  of   the
Corporation.  Various regulatory approvals and other conditions must  be
obtained or met on terms satisfactory to the Corporation before it  will
consummate the Merger.  Background information on the proposed Merger is
contained in the Corporation's Annual Report on Form 10-K for  the  year
ended December 31, 1993 and the Corporation's Quarterly Reports on  Form
10-Q for the quarters ended March 31, 1994 and June 30, 1994.

Las Cruces, New Mexico Referendum

       On  August 30, 1994 voters in the City of Las Cruces, New  Mexico
(Las  Cruces), approved a referendum authorizing the city government  to
proceed  with  efforts  to  acquire from  El  Paso,  through  negotiated
purchase  or  eminent  domain, the electric  utility  system,  including
certain  distribution, substation and associated transmission facilities
(Distribution System). As previously reported, El Paso's franchise  with
Las Cruces expired March 18, 1994 and has not been replaced or extended.
Since  that  time, El Paso has continued to provide electric service  to
customers  within  Las Cruces.  On June 6, 1994,  the  Las  Cruces  City
Council approved resolutions (i) selecting the proposals of Southwestern
Public  Service  Company  (SPS) for the  provision  of   firm  wholesale
electric  power  and   operation  and  maintenance  services   for   the
Distribution  System; and (ii) authorizing the staff of  Las  Cruces  to
negotiate  contracts with SPS related to such services.  Las Cruces  has
stated  that  it  continues  to  examine alternatives  for  acquiring  a
distribution system and has obtained authority from the New Mexico State
Board  of Finance to issue up to $90 million in revenue bonds to finance
the  acquisition.   On August 22, 1994, Las Cruces awarded  a  wholesale
full  requirements power contract to SPS.  As discussed above,  delivery
of  power under the contract would be subject to the outcome of  efforts
by Las Cruces to acquire the Distribution System.

        El Paso stated that it will continue to provide electric service
within  Las  Cruces,  despite the outcome of  the  referendum  discussed
above,  Before Las Cruces could terminate electric service from El Paso,
a  number  of legal matters must be resolved.  El Paso has informed  CSW
that  it  intends to continue its challenges to Las Cruces'  efforts  to
force its removal as the provider of electric service to Las Cruces.

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Bankruptcy Proceeding

        One  of  the  legal  impediments  to  Las  Cruces'  pursuit   of
municipalization   is  the  automatic  stay  in  El  Paso's   bankruptcy
proceeding.   Las  Cruces  has filed a motion  with  the  United  States
Bankruptcy  Court  for  the Western District of Texas,  Austin  Division
(Bankruptcy  Court) to lift the automatic stay in El Paso's   bankruptcy
case  to  allow Las Cruces to (i) commence action against  El  Paso  for
failure to pay franchise fees after expiration of the franchise in March
1994;  (ii)  enter  El Paso's property to conduct an  appraisal  of  the
electric  distribution system and any suitability  studies;  (iii)  give
notice of intent to file a condemnation action; and (iv) commence  state
court  condemnation  proceedings against El Paso to  condemn  El  Paso's
distribution  system  within Las Cruces' city  limits.   The  Bankruptcy
Court is scheduled to hear the motion on September 20, 1994.

       On  August  1,  1994,  in  response to Las  Cruces'  motion,  the
Corporation  filed an amended response with the Bankruptcy  Court  which
states   that   the  threat  or  actual  commencement  of   condemnation
proceedings by Las Cruces or the elimination of El Paso's service to Las
Cruces  by condemnation or otherwise may constitute an El Paso  Material
Adverse Effect (MAE) as defined in the Merger Agreement, the absence  of
which  is a condition of the Corporation's obligation to consummate  the
Merger.   The  existence  of a MAE would preclude  consummation  of  the
Merger unless the Corporation waives this condition in writing.

       On September 14, 1994, CSW filed its second amended response with
the Bankruptcy Court stating that, whether or not the automatic stay  is
modified  or maintained, the intent and  plan of Las Cruces' to  file  a
condemnation  proceeding creates a situation that  must  be  timely  and
favorably resolved by El Paso before the consummation of the Merger.  El
Paso  has  asserted that it believes that it is in the best interest  of
this estate and the Merger for the stay to remain in place.  Because  El
Paso  believes  it  is in a better position to resolve  the  Las  Cruces
dispute with the stay in place, CSW supports the maintenance of the stay
as  a  means  of  avoiding  disruption while a timely  solution  to  the
condemnation  problem is sought by El Paso.  See "El Paso  Notification"
below.

Preemption and Preclusion  Matters

       As  previously reported, in late June 1994, intervenors  and  the
staff of the Public Utility Commission of Texas (Texas Commission) filed
testimony  in the Texas regulatory proceedings relating to  the  Merger.
The  Corporation and El Paso later filed motions to strike the  portions
of such testimony relating to certain important issues they believe have
already been conclusively decided by the Bankruptcy Court as part of its
confirmation order, including issues of fairness of certain  aspects  of
the Merger and the appropriateness of El Paso's reaquisition of the Palo
Verde Nuclear Generating Station leased assets.  The Corporation and  El
Paso  filed  a  joint  motion  with the  Bankruptcy  Court  seeking  its

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determination as to what effect the confirmation order has on the issues
raised in their motion to strike in the Texas proceedings.

       The administrative law judge hearing the Texas proceedings denied
intervenor  and  Texas Commission staff procedural  motions  seeking  to
suspend  the hearing until a determination of these issues and,  subject
to a binding determination to the contrary by the Bankruptcy Court, will
decide  the  issues as part of the overall proceeding.  This  matter  is
pending before the Bankruptcy Court.

      On September 14, 1994, CSW submitted a notice of dismissal without
prejudice  with the Bankruptcy Court to remove CSW from the  proceeding.
In  the notice, CSW stated that while it supports a timely resolution of
the  preemption issues, its participation is not necessary to a full and
complete adjudication of the matters set forth therein.

Federal Energy Regulatory Commission (FERC) Application

      On September 1, 1994, CSW and El Paso asked the FERC to rehear its
order  that  requires  the  companies to offer "comparable  transmission
service" to other electric utilities as a condition to approval  of  the
companies'  proposed Merger.  In their filing, CSW and  El  Paso  stated
that  this requirement represents a significant policy change  and  that
the  FERC has exceeded its authority under the Federal Power Act,  which
limits  the FERC's discretion in establishing conditions to its approval
of a merger only to those conditions necessary to mitigate any detriment
to the public.

       The  filing also stated that, until now, the FERC has  sought  to
determine  only whether a merger transaction would result in a detriment
to the public interest and, to the extent the FERC found it necessary to
ameliorate  any  such  detriment, approved the  transaction  subject  to
appropriate  conditions.   CSW and El Paso contend that  in  this  case,
instead  of  following this historic approach, the FERC has  applied  to
them  a  new standard without establishing that the facts of the  Merger
justify the change in the FERC's position.

       In  seeking the rehearing, CSW and El Paso stated that they would
offer  comparable service if that is what is required,  but  that  their
willingness  to  do so would not relieve the FERC of its  obligation  to
explain  its  decisions  and support them by  reference  to  substantial
evidence of record.

       CSW and El Paso also have filed, as ordered by the FERC, proposed
comparable-service revisions to their open-access transmission  tariffs.
The comparable-service revisions filed by CSW and El Paso affect tariffs
that  had  been proposed previously for the El Paso electric system  and
that  had  been filed previously for Public Service Company of  Oklahoma
and  Southwestern Electric Power Company, both of which are wholly-owned
subsidiaries of CSW.  The revised tariffs were submitted as evidence  in
the Merger case and would not become effective until after the Merger is
completed.

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       In  the filing CSW and El Paso also stated that:  (i) The  FERC's
requirement  that  transmission  service  be  provided  over  facilities
outside  the Electric Reliability Council of Texas (ERCOT) at a  single,
systemwide rate is unsupported by substantial evidence and at odds  with
established  FERC  precedents; (ii) the FERC has no authority  to  order
transmission  service to Mexico, and (iii)  the FERC's requirement  that
allocation   of  benefits  from  the  Merger  be  set  for  hearing   is
inconsistent with precedents under Section 203 of the Federal Power Act.

       On September 9, 1994 the Texas Commission initiated an inquiry to
determine  whether the existing rates, terms and conditions  of  Central
Power  and  Light  Company   and  West  Texas  Utilities  Company   from
transmission services provided over their ERCOT facilities  continue  to
be  just,  reasonable,  and nondiscriminatory  under  the  Texas  Public
Utility  Regulatory Act in light of the open access transmission tariffs
CSW  plans to file with the FERC in response to the FERC's recent order,
discussed above.  A prehearing conference in the inquiry docket has been
scheduled for September 26, 1994.

El Paso Notification

       In  a  letter dated and delivered September 12, 1994 to  El  Paso
attached  as  Exhibit  99,  CSW notified El Paso  that  certain  adverse
developments  jeopardize  the  completion  of  the  companies'  proposed
Merger.  CSW  notified El Paso that because sales to  customers  in  Las
Cruces  represent approximately 8% of El Paso's annual  gross  revenues,
the  favorable  resolution  of Las Cruces'  dispute  with  El  Paso,  as
described  above, is a material element of CSW's bargain with  El  Paso.
CSW  advised El Paso that it will not close the transaction  unless  the
Las Cruces matter is resolved in a favorable and timely manner.

        In   addition,  CSW  cited  other  adverse  matters  that  could
potentially impact the Merger.  These include: (i) the potential loss of
other  customers including military installations in El  Paso's  service
area;  (ii) cracking in steam generator tubes at the Palo Verde  Nuclear
Generating Station; (iii) intense political and regulatory opposition to
the  Merger; and (iv) the new "comparable transmission service" standard
being imposed on the Merger by the FERC, as discussed above.

        CSW   stated  that  the  foregoing  matters,  individually   and
cumulatively,  constitute a MAE or failure of other  closing  conditions
which,  unless timely resolved in accordance with the Merger  Agreement,
will  preclude closing of the proposed Merger.  CSW further stated  that
it continues to use its best efforts to consummate the proposed Merger.

       For a complete statement of the Corporation's position please see
the letter attached as Exhibit 99.

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Other

        The  Corporation  is  analyzing  these  and  other  developments
regarding  El  Paso  and its operations and is evaluating  the  possible
adverse operational and financial effects those developments may have on
El  Paso  or the Merger both now and in the future.  The Corporation  is
currently  continuing to pursue the receipt of all regulatory  approvals
required  in  order to consummate the Merger.  The financial assumptions
underlying the Modified Plan assume, among other things, that regulatory
approvals  necessary  to  implement acceptable rate  treatment  will  be
secured  and that other conditions to the Merger are met on satisfactory
terms.  The  Corporation can give no assurances, however, as to  whether
the  required regulatory approvals will be received or other  conditions
to the Merger will be met on timely and satisfactory terms.

Other Available Information

       El  Paso  is  subject  to the informational requirements  of  the
Securities  and  Exchange  Act of 1934, as  amended  and  in  accordance
therewith  files reports and other information with the  Securities  and
Exchange Commission.  For additional information concerning El Paso, see
El  Paso's  Quarterly Reports on Form 10-Q for the quarters ended  March
31,  1994 and June 30, 1994 and the documents referenced therein and its
Annual Report on Form 10-K for the year ended December 31, 1993 and  the
documents referenced therein.

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Item 7.  Financial Statements and Exhibits

Exhibit:

Exhibit 99.  Letter from CSW to El Paso Dated September 12, 1994.

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SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of

1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.



                                        CENTRAL AND SOUTH WEST CORPORATION



Date:  September 14, 1994

                                        By: WENDY G. HARGUS
                                            Wendy G. Hargus
                                            Controller

EX-99

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                                                            Exhibit 99


Central and South West Corporation
 1616 Woodall Rodgers Freeway
P.O. Box 660164  Dallas, Texas
          75266-0164
         214-777-1096
               
     FERD. C. MEYER. JR.
    Senior Vice President
             and
       General Counsel
                                                September 12, l994

Eduardo Rodriguez, Esq.
Vice President & General Counsel
El Paso Electric Company
303 North Oregon
El Paso, Texas  79960

Dear Mr. Rodriguez:

       This  letter is in response to your letter of August 5,  l994  to
Henry  Kaim regarding the situation in Las Cruces.  Because sales by  El
Paso Electric to customers in the City represent approximately 8 percent
of El Paso Electric's annual gross revenues, the favorable resolution of
this  dispute  is  a  material element of CSW's  bargain  with  El  Paso
Electric.   Merely  delaying a "litigated settlement"  with  Las  Cruces
beyond  the Termination Date under the Merger Agreement would not  be  a
satisfactory  resolution  of  this matter.   CSW  will  not  close  this
transaction unless this matter is favorably and timely resolved.

       The  statements  in  your  letter of  August  5  regarding  CSW's
pleadings  in the Bankruptcy Court relating to the Las Cruces  situation
and with your reading of the requirements of the Merger Agreement are in
error.   CSW's Amended Response to the City of Las Cruces pending Motion
for  Relief  from  Stay  was neither harmful nor  inappropriate.   CSW's
filing  of the Amended Response was fully consistent with the  terms  of
the Merger Agreement.

       Section 7.1(a) of the Merger Agreement permits each party to file
"any pleading" -- with or without the other party's approval and whether
or  not  acceptable  to the other party -- if it is  determined  by  the
filing  party  in  good faith to be "required in  the  exercise  of  its
respective   duties".   In  addition,  Section  7.1(a)   requires   that
objections to a filing be "in the reasonable exercise of [the  objecting
party's]  judgment"  (emphasis added).   The  filing  of  CSW's  Amended
Response was fully consistent with these provisions.

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Mr. Eduardo Rodriguez, Esq.
September 12, l994
Page 2





      Under Section 8.3(f) of the Merger Agreement, it is a condition to
CSW's  obligations  that  "no EPE Material  Adverse  Effect  shall  have
occurred" and that "there shall exist no fact or circumstance which  may
reasonably be expected to give rise to an EPE Material Adverse  Effect".
Furthermore,   under  Section  8.2(c)  of  the  Merger  Agreement,   the
obligations  of each party to effect the proposed merger are conditioned
on  no  Governmental  Authority enacting any law,  rule,  regulation  or
ordinance,  or  issuing  any order, which would  have  an  EPE  Material
Adverse  Effect or a Material Adverse Effect upon the prospects for  the
business  of  CSW  or  El  Paso after the proposed  Merger.   For  these
reasons,  CSW  believed when it filed the Amended Response  --  and  CSW
continues to believe now -- that the "situation placed before the  Court
by  the City of Las Cruces' intent to condemn places the closing of  the
Merger  Agreement in severe jeopardy" and whether the automatic stay  is
modified  or maintained, the underlying threat of condemnation  and  the
City  of  Las  Cruces'  expressed  intent  to  condemn  the  Las  Cruces
distribution  system  creates  a  situation  that  must  be  timely  and
favorably resolved before a closing of the Merger can occur.

       In addition to the City of Las Cruces, the Departments of the Air
Force  and  the  Army  within  the last several  months  have  requested
proposals  related to the provision of electric service to Holloman  Air
Force  Base and White Sands Missile Range, respectively.  The  potential
for  losses of further customers could also constitute Material  Adverse
Effects which would make it impossible to close the transaction.

       Another adverse situation which has arisen relates to the  nature
and amount of tube cracking in the Palo Verde Nuclear Generating Station
("Palo  Verde") steam generators.  The precise nature and extent of  the
problem has been the subject of continuing investigation and analysis by
Arizona Public Service Company ("APS"), as operator of Palo Verde, after
the  execution  of the Merger Agreement.  Although APS has  developed  a
system  of  plugging  cracked tubes in these  steam  generators,  it  is
uncertain how long the units may be operated before significant  expense
may  be  required  with respect to the replacement of these  generators.
This  in  turn increases the potential frequency and length  of  outages
from  the  tube cracking problem.  These problems may lead to  decreased
capacity, increased operating costs, additional capital expenditures and
increased costs for purchased power.  The significance of these problems
will have to be determined before CSW will close the transaction.

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Mr. Eduardo Rodriguez, Esq.
September 12, l994
Page 3





       CSW  also views recent developments related to the pending Merger
rate case in Texas with concern.  As you know, CSW filed a proposed rate
settlement  plan in connection with the pending Merger application  that
would   limit   the   non-fuel  cash  base  rate  increase   for   Texas
jurisdictional customers to $25 million.  On June 23, 1994, the El  Paso
City  Council  voted  to  deny  the company's  requested  rate  increase
following  a  recommendation from the City's Public  Utility  Regulatory
Board  that  rates be reduced by $15.7 million.  On June 24,  l994,  the
staff  ("Staff")  of  the Public Utility Commission  of  Texas  ("PUCT")
announced  that  it  had  filed testimony in the  case  recommending  an
increase  in base rates of only $17.1 million.  In addition,  the  Staff
took the position that the proposed Merger is not in the public interest
because of anticipated cost increases to existing CSW subsidiaries; that
the proposed purchase price is too high by $300-500 million; and that it
disagreed with the estimates of Merger-related savings presented  by  El
Paso  Electric  and CSW.  Several rate base treatments  also  have  been
proposed   which,  if  adopted,  jeopardize  the  future   rate   relief
contemplated  under the Plan and Merger Agreement.  In addition  to  the
immediate  effect  of these developments in the Texas rate  proceedings,
these  developments are also troubling in light of the "public interest"
and  other  determinations that are required as part of  the  regulatory
deliberations  by  the  Securities and  Exchange  Commission  and  other
regulatory  agencies  reviewing  the  proposed  Merger.   Moreover,  the
failure for whatever reason to obtain a finding that the proposed merger
is in the public interest or the inability for whatever reason to obtain
a  rate  path  substantially in the amount described in  the  disclosure
statement will constitute a failure of the regulatory closing conditions
in the  Merger Agreement.

       Finally,  as  you know, the Federal Energy Regulatory  Commission
last  month  issued  an  order in the merger  proceeding  requiring  the
companies  to offer "comparable transmission service" to other  electric
utilities  as  a  condition of proceeding further with  the  case.   The
FERC's   order  represents  a  significant  policy  change  and  imposes
conditions  not  previously imposed in recent  FERC  orders  in  mergers
involving  electric utility companies.  On September  1,  the  companies
sought a rehearing of the FERC's order.

       As  you know, it is a condition precedent to CSW's obligation  to
close  the Merger that all necessary regulatory approvals and orders  be
obtained  on terms that satisfy Section 8.3(g) of the Merger  Agreement.
Failure  to  obtain the necessary regulatory approvals  and  orders  for
whatever  reason will not satisfy the terms of the Merger Agreement  and
will preclude closing of the proposed Merger.

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Mr. Eduardo Rodriguez, Esq.
September 12, l994
Page 4





        CSW  believes  that  the  foregoing  matters,  individually  and
cumulatively, constitute a Material Adverse Effect or failure  of  other
closing conditions which, unless timely resolved in accordance with  the
Merger  Agreement,  will preclude closing of the  proposed  Merger.   Of
course, other events may occur or come to our attention which constitute
a Material Adverse Effect or failure of other closing conditions.

       CSW  continues to use its best efforts to consummate the proposed
Merger.  However, CSW believes that it is appropriate to apprise El Paso
Electric of these concerns that must be satisfactorily resolved in light
of  the  parties'  respective  rights and obligations  under  applicable
provisions of the Merger Agreement and the Plan.  As always, we are more
than willing to discuss with you any issues raised in this letter or  in
any way related to the proposed Merger.

                                          Yours truly


                                          Ferd C. Meyer Jr.




FCM/ml

cc:  Creditor Committee Representatives