FILE NO. 70-8037

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 AMENDMENT NO. 6
                               (POST-EFFECTIVE) TO
                                    FORM U-1

                                   APPLICATION

                                    UNDER THE

                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935



                       CENTRAL AND SOUTH WEST CORPORATION
                          1616 Woodall Rodgers Freeway
                               Dallas, Texas 75202

                         CENTRAL POWER AND LIGHT COMPANY
                                  P.O. Box 2121
                           Corpus Christi, Texas 78403

                  (Names of companies filing this statement and
                    addresses of principal executive offices)



                       CENTRAL AND SOUTH WEST CORPORATION

                 (Name of top registered holding company parent)



                           Wendy G. Hargus , Treasurer
                       Central and South West Corporation
                          1616 Woodall Rodgers Freeway
                               Dallas, Texas 75202

                           Wendy G. Hargus, Treasurer
                         Central Power and Light Company
                                  P.O. Box 2121
                           Corpus Christi, Texas 78403

                              Ronald T. Astin, Esq.
                             Vinson & Elkins L.L.P.
                              2300 First City Tower
                               1001 Fannin Street
                            Houston, Texas 77002-6760
                   (Name and addresses of agents for service)





Item 1.  Description  of Proposed  Transaction  Item No. 1 is hereby amended and
restated as follows:
         Central and South West Corporation,  a Delaware corporation ("CSW"), is
a registered  holding  company under the Public Utility  Holding  Company Act of
1935 (the "Act").  Central Power and Light Company, a Texas corporation ("CPL"),
is a wholly-owned electric utility subsidiary of CSW.
         On May 29, 1992,  CSW and CPL entered  into a  settlement  with Houston
Industries  Incorporated,  a Texas  corporation  ("HII"),  and  its  subsidiary,
Houston  Lighting & Power Company,  a Texas  corporation  ("HLP"),  to normalize
business  relations between the two systems and to settle several disputes which
had existed  between the two systems for some time.  One such  dispute  involved
allegations  by  CPL  that  HLP  breached  its  duties  and  obligations  in its
performance  as  the  Project  Manager  of  the  South  Texas  Project  Electric
Generating Station ("STP").  Other disputes did not raise jurisdictional  issues
under the Act.
         On  July  17,  1992,  CSW  and CPL (as  well  as CSW  Credit,  Inc.,  a
wholly-owned  subsidiary of CSW), filed an  Application-Declaration  on Form U-1
under the Act (File No.  70-8037)  relating to the  settlement of the litigation
described above and with regard to certain  financing  activities of CSW Credit,
Inc.  The  Application-Declaration  was amended on October 9, 1992,  December 3,
1992, and December 23, 1992, and was the subject of orders of the Securities and
Exchange  Commission  (the  "Commission")  dated  December 8, 1992  (Release No.
35-25696)(the  "Original  Order") and December 29, 1992 (Release No.  35-25720),
each of which declared  effective CSW's and CPL's  Application-Declaration  with
respect to certain of the matters  covered  thereby.  However,  in the  Original
Order, the Commission  reserved  jurisdiction  with respect to one aspect of the
settlement  of  the  litigation,   the  formation  of  a  new  Texas  non-profit
corporation to act as the operating  company for STP, pending  completion of the
record with respect thereto.  The  Commission's  reservation of jurisdiction was
based,  in part, upon the fact that at the date of the Original Order the owners
of STP had not yet agreed on the structure of the proposed operating company for
STP.  Prior to the filing of this  post-effective  amendment,  the owners of STP
have  approved  in  substantially  final form the  structure  of such  operating
company, and CSW and CPL are filing this amended application (as amended by this
post-effective amendment, the "Application") in order to complete the record and
request  authority from the Commission to enter into the final form of documents
to create such operating company.
                                   Background
         STP is  jointly  owned by HLP,  CPL,  the City of San  Antonio,  Texas,
acting  by and  through  the City  Public  Service  Board of San  Antonio  ("San
Antonio"),  and the City of Austin, Texas ("Austin" and,  collectively with HLP,
CPL and San Antonio,  the "Owners").  STP consists of three  principal  types of
assets and properties:  (1) two 1250 megawatt  nuclear-fueled  generating units;
(2) a  plant  site  and  common  station  facilities;  and  (3) a  400-foot-wide
transmission corridor. The two generating units and all of the common facilities
incident  thereto,  including  the  plant  site,  are  owned  by the  Owners  as
tenants-in-common.  Each of the Owners is a party to an agreement (as heretofore
amended, the "Participation Agreement"), which provides for the joining together
of the Owners as  tenants-in-common  in owning and operating  facilities for the
production  of  electric  energy and for the  delivery  of the  electric  energy
produced to each Owner  according to its respective  ownership  interest in STP.
The Participation  Agreement has been previously filed with the Commission.  The
electric energy so obtained by each Owner from the  jointly-owned  facilities is
distributed   and  sold  by  that  Owner  within  its  own  system.   Under  the
Participation  Agreement,  the current ownership of STP is as follows: HLP 30.8%
CPL 25.2% San Antonio 28.0% Austin 16.0% Total 100.0%

         Presently,  a management  committee  comprised of one representative of
each Owner  makes all  material  decisions  and  determinations  incident to the
operation of STP. In the absence of unanimity,  this  committee  generally  acts
through  the vote of two or more  Owners  holding  at least  60  percent  of the
ownership  interest in STP.  Currently,  HLP acts as the sole project manager of
STP,  except  for  maintenance  of  the  transmission  corridor,  which  is  the
responsibility  of CPL. As project  manager,  HLP initiates the  preparation  of
engineering  and  administrative  plans and studies and furnishes the management
committee with all necessary  information upon which  determinations are made by
the management  committee and carries out and  coordinates the directions of the
management  committee incident to the operation of the system and the generation
of power. In addition, as project manager HLP management maintains and furnishes
the Owners with all required  records of costs and expenses to permit the Owners
properly  to  reflect  and report  their  interests  in STP in their  respective
financial  and  income  statements.   Under  the  Participation  Agreement,  the
management  committee has the power to remove HLP as project manager by the vote
of a majority of the ownership interest.
                            The Proposed Transaction
         In order to give each Owner an equal voice in the operation of STP, the
Owners  have  agreed to relieve  HLP of its rights  and  obligations  as project
manager  and to  have a new  entity,  STP  Nuclear  Operating  Company,  a Texas
non-profit  corporation  without  membership  interests  ("OPCO"),  assume HLP's
obligations  to manage STP. The Owners  determined to use a state law non-profit
corporation to operate STP by contract to better assure a proportionate  sharing
of costs, liabilities and benefits associated with the operation of STP.
         OPCO,  as operator of STP,  will not be an owner of STP and will not be
entitled to take,  or have any  ownership  interest in, any energy  generated by
STP.  OPCO will be formed by the  Owners.  It is  proposed  that the Owners will
effect the substitution of OPCO for HLP in the operation of STP by entering into
an Amended and Restated  Participation  Agreement  (the  "Amended  Participation
Agreement")  in  substantially  the form attached as Exhibit 12. The Owners also
propose to enter into the South Texas Project Operating Agreement with OPCO (the
"Operating  Agreement")(attached  hereto as Exhibit 13),  pursuant to which OPCO
will maintain and operate STP, subject to the control and direction of an Owners
Committee   consisting  of  one   representative  of  each  Owner  (the  "Owners
Committee") appointed under the terms of the Amended Participation Agreement.
         OPCO  will  be  organized  as  a  non-stock,   non-member,   non-profit
corporation  under the Texas  Non-Profit  Corporation  Act.  This  structure was
selected by the Owners because of legal issues posed by other  alternatives  for
Owners other than CPL. Specifically,  the Texas Constitution prohibits municipal
entities from owning stock in a private corporation or from lending their credit
to private  entities.1  However,  this  prohibition  does not, in the opinion of
counsel  to  San  Antonio  and  Austin,  limit  participation  in  a  non-profit
corporation,  at least with respect to a corporation  that has no members and no
outstanding ownership interests.2  Similarly,  HII's exempt status under the Act
requires all of its "subsidiary  companies"  within the meaning of the Act to be
organized  under the laws of Texas.  Although CSW and CPL have been advised that
HII does not regard  OPCO as a  "subsidiary  company"  within the meaning of the
Act,  the  issue is  avoided  by  utilizing  a Texas  entity.  The  Articles  of
Incorporation  (the  "Articles")  and Bylaws (the  "Bylaws")  of OPCO will be in
substantially the forms attached as Exhibits 14 and 15,  respectively.  Pursuant
to  the  Articles  and  Bylaws,   the   Operating   Agreement  and  the  Amended
Participation  Agreement,  the Owners will manage the affairs of OPCO. Under the
Articles  and the  Bylaws,  each Owner  appoints  one  director  to the Board of
Directors  of OPCO (an  "Owner  Director").  In  addition,  the chief  executive
officer (chosen by and subject to removal by the affirmative vote of three Owner
Directors) of OPCO serves as a director.  Owner Director vacancies may be filled
only by the Owner who designated  the person whose absence  created the vacancy.
If the vacancy is created by the absence of the chief executive officer of OPCO,
such vacancy is filled by the affirmative vote of three of the Owner Directors.3
Each Owner  Director is expected to advocate  and further the  interests  of the
Owner who appointed  the Owner  Director;  and no Owner  Director is expected to
further the interests of the other  Owners.4 The officers of OPCO are elected or
appointed by the Board of Directors.
         OPCO is not  authorized  under its  Articles to conduct any business or
activity  other than  serving  as  operator  of STP  pursuant  to the  Operating
Agreement and is  prohibited  from  engaging in any activity  seeking  profit or
pecuniary  gain.5 A unanimous  vote of the Board of  Directors  is  necessary to
dissolve  OPCO or merge it with any other  entity or to amend its  Articles  and
Bylaws.6 Any residual  assets  remaining upon the dissolution of OPCO may not be
distributed to any person other than a governmental agency or charity.7
         Pursuant to the  Operating  Agreement,  OPCO will not have an ownership
interest in (i) the property or utility assets  constituting STP, (ii) the power
generated by STP,  (iii) the revenues  received from the sale of power,  or (iv)
the fuel used to  generate  the  power.8  STP will  continue  to be owned by the
Owners as tenants-in-common  pursuant to the terms of the Amended  Participation
Agreement.  As between OPCO and the Owners,  all risks associated with ownership
or loss of the property  comprising STP and all benefits  issuing from ownership
will be vested in the Owners.9 The Operating  Agreement provides that the Owners
recognize  that  OPCO  "is a  non-profit  corporation,  formed,  controlled  and
financed  by the  [Owners]  solely  for the  purpose  of acting on behalf of the
[Owners] in carrying out the responsibilities which are described herein."10 The
Owners indemnify OPCO from any damage  resulting from its performance  under the
Operating  Agreement.  Such  indemnity  is  intended  by the Owners to hold OPCO
harmless  from any  liability  arising  from  OPCO's  operation  of STP11 and is
consistent with the objective of all Owners that all actual costs or expenses of
OPCO of whatever nature will be borne by the Owners severally in accordance with
their  respective  ownership  interests  in STP  (as to  each  such  Owner,  its
"Participant's  Share").  Such costs  would be incurred by OPCO based on budgets
approved by the Owners after  consultation with OPCO. OPCO will have no right or
authority  to bind the  Owners,  without  the  requisite  consent  of the Owners
Committee  under the Amended  Participation  Agreement,  to the  acquisition  or
disposition of property.12
         Pursuant to the Operating Agreement, OPCO would possess, use, maintain,
repair,  improve,   operate,   decontaminate  and  decommission  STP  (excluding
operation of certain transmission  corridors and switch yards, which will remain
in the  control of HLP or CPL).  OPCO will  provide  or  provide  for all labor,
supervision,  supplies,  equipment and services for the operation,  maintenance,
repair, replacement, reconstruction,  decontamination and decommissioning of all
aspects of STP in order to deliver to the Owners the electric power generated at
STP.
         All  costs  of  operation  of  OPCO,  including  capital  improvements,
additions and betterment costs, overhead expenses, employee benefit costs, costs
of goods and services  (including nuclear fuel) and all other costs of operation
of OPCO of whatsoever  nature  (collectively,  "Costs of  Operation")  are to be
borne  by  the  Owners   proportionally  in  accordance  with  their  respective
Participant's  Shares  (other  than  costs  incurred  which  cannot be  directly
allocated,  which are charged using the allocation factors described below). All
contracts executed by OPCO (other than contracts with OPCO employees or relating
to internal OPCO affairs),  including contracts with Owners, are required by the
Operating  Agreement  to be  executed  by OPCO as agent for each  Owner and must
contain provisions  requiring the obligations  undertaken to be the several (but
not joint) obligation of the Owner limited to such Owner's  Participant's  Share
of the  obligations  under the contract.  Accordingly,  each Owner will bear its
Participant's  Share of the Costs of Operation of OPCO in operating STP,  either
directly under contracts  executed by OPCO as agent for the Owners or by payment
to OPCO upon OPCO's  request as provided in the Operating  Agreement.13  OPCO is
required to keep books and records in respect of its Costs of  Operation,  which
are required to be audited annually by independent  accountants and which may be
audited by  regulatory  authorities  having  jurisdiction  at the request of any
Owner. Further, OPCO is required to charge each Owner with any underpayment, and
credit  each  Owner with any  overpayment,  of any Costs of  Operation.  OPCO is
required to assist any Owner in complying with its responsibilities  with regard
to STP (including  responsibilities  to security holders regulatory  authorities
and others) and to separately  charge any such Owner the direct costs of OPCO in
rendering any such services.14
         The accounting records of STP are maintained (and will be maintained by
OPCO) on the accrual basis of accounting in accordance  with generally  accepted
accounting  principles  ("GAAP").  The  accounting  records  are also  currently
maintained  (and the  Owners  desire  OPCO to  maintain),  and the  accompanying
amounts are  classified  (and the Owners  desire OPCO to classify) in accordance
with the Federal  Energy  Regulatory  Commission's  "Uniform  System of Accounts
Prescribed for Public  Utilities and Licensees" as adopted by the Public Utility
Commission of Texas (the "FERC Chart of Accounts").  Costs will be determined by
OPCO in  accordance  with  GAAP and will be  collected  in  accordance  with the
Amended  Participation  Agreement  and the FERC Chart of Accounts.  In addition,
costs are (and will be) collected by activities  performed,  resources  employed
and responsible departments.
         However,  OPCO  will not have any right to any of the  electric  energy
produced  by STP and will  not be  entitled  to any  management  fee or  similar
compensation  and will derive no profit from its operations  under the Operating
Agreement.  OPCO  will not be  permitted  to  market  on behalf of any Owner any
electric  energy  produced by STP.  Any  property of  whatsoever  kind or nature
acquired by OPCO will be acquired  for the account and benefit of the Owners and
will be owned by the Owners as  tenants-in-common  as  provided  in the  Amended
Participation Agreement.15
                              Issues Under the Act
         Section  2(a)(3).  The  applicants  believe that the activities of OPCO
undertaken  in  accordance  with the  provisions  of the  Amended  Participation
Agreement should not cause OPCO to be regarded as an "electric  utility company"
within the meaning of Section 2(a)(3) of the Act,  because OPCO will not possess
the level of operating  authority with regard to STP necessary to cause it to be
deemed to "operate" STP under Section 2(a)(3)  pursuant to the Ebasco  Services,
Inc.  line of no-action  letters,16  nor is such a result  required by the plain
meaning  of the  statute  or, in  applicants'  view,  sound  public  policy.  As
previously  stated,  OPCO  will  have  no  ownership  interest  in  STP  or  the
electricity  generated by STP.  Applicants  believe that OPCO will not "operate"
STP because OPCO will be subject to supervision of the Owners and,  accordingly,
will not have complete operating  responsibility  over STP and because OPCO will
not be paid fees based on revenue  or  income.  In effect,  OPCO will serve as a
device for  allocating  actual  operating  expenses among the Owners of STP, and
OPCO will derive no other revenues from its activities beyond those necessary to
defray such expenses.  Under the Amended Participation  Agreement,  all material
decisions  and  determinations  incident to the operation of STP will be made by
the Owners  Committee  which  will act  through  the vote of two or more  Owners
holding in excess of 60  percent of the  ownership  interest  in STP.17  Indeed,
except for the substitution of OPCO as the operator,  the Amended  Participation
Agreement is not  materially  different  from the  Participation  Agreement and,
accordingly, applicants believe, is properly regarded as a reorganization of the
existing  relationship  among the Owners  rather than as the  admission of a new
"electric utility company" as "operator" of STP.
         The  arrangements  regarding OPCO are very similar to the situations in
which the Commission  staff has granted  no-action  relief  regarding  similarly
structured  operating  companies or in which  exemption  applications  have been
approved by the Commission  because the  arrangements  under  discussion did not
involve an  "operator"  within the meaning of Section  2(a)(3) of the Act due to
the level of authority retained by the owners of the facilities.  See Wolf Creek
Operating Corporation (publicly available December 11, 1995), Western Resources,
Inc.  (publicly  available  June 26,  1995) and  Kansas  Power & Light  Company,
Release No. 35-25465 (February 5, 1992).18 Accordingly,  applicants believe that
the  formation  of OPCO  and  the  implementation  of the  South  Texas  Project
Operating  Agreement  does not result in OPCO  becoming  the  "operator"  of STP
within the meaning of the Act.
         Sections  9(a) and 13(b).  The  formation  of OPCO does not involve the
acquisition  of a "security"  within the meaning of the Act, since the formation
of OPCO does not involve the acquisition of any instrument enumerated in the Act
as a "security" or of any instrument commonly thought of as a security.  Indeed,
the Owners will not acquire  anything upon the formation of OPCO, but are merely
reorganizing  their existing  relationship  in a fashion that does not result in
the  creation  of a new venture or the  acquisition  by any of the Owners of any
right or power they do not  already  possess  under the  existing  Participation
Agreement.  Accordingly,  applicants  believe  the  formation  of OPCO  does not
involve  the  acquisition  of "any  security"  or  "any  other  interest  in any
business"  within the meaning of Section 9(a)(1) of the Act, since the operation
of power  plants is an inherent  part of the core  business of electric  utility
companies.  The  formation  of OPCO is not,  in  applicants'  view,  an  "other"
interest in any  business,  merely the  reorganization  of the Owners'  existing
interest in their  existing  business,  STP. See GPUNC,  SEC  No-Action  Letter,
(publicly  available  September  27,  1995).  However,  CSW and CPL  request any
necessary  authority under Section 9(a)(1) of the Act to effect the transactions
described herein.
         While not entirely  clear under  existing law, each of CSW and CPL will
treat OPCO as a "subsidiary  company"  within the meaning of Section  2(a)(8) of
the Act, and CSW and CPL will comply with all  applicable  provisions of the Act
and rules and regulations thereunder with respect to OPCO. In addition,  each of
CSW and CPL will treat OPCO as a subsidiary  service  company subject to Section
13(b) of the Act and CSW will cause an annual report on Form U-13-60 to be filed
in respect  of OPCO's  activities  and will cause OPCO to comply  (except as set
forth below) with the accounting and record keeping  requirements of Rule 93 and
the reporting  requirements  of Rule 94 under the Act. Prior to the formation of
OPCO, the accounting  records of STP have been kept in accordance  with the FERC
Chart of Accounts,  which has proven  satisfactory  to the Owners and regulatory
authorities.  CSW and CPL request approval to continue to utilize the FERC Chart
of  Accounts.  The method of  utilizing  the FERC Chart of  Accounts  will allow
fulfillment of the annual reporting  requirements of Form U-13-60 under the Act.
Moreover,  the use of such  accounts  will  provide  more  detail  and  accurate
reporting  for the Form  U-13-60.  OPCO will  continue  to  utilize a work order
system to accumulate costs and charges to customers.  All costs will be directly
charged  wherever  possible.  Costs  which  cannot be directly  charged  will be
allocated  fairly  and  equitably  among  the  Owners  utilizing  the  following
allocation factors: (i) ownership percentage;  (ii) an Owner's net generation as
a portion  of total net  generation;  and (iii)  even  percentage.  Based on the
foregoing,  CSW and CPL request Commission  approval or exemption to permit OPCO
to continue to use (and to report on Form U-13-60  based upon) the FERC Chart of
Accounts rather than the Uniform System of Accounts For Mutual Service Companies
and Subsidiary  Service  Companies which would otherwise be required pursuant to
Rule 93.
         The Operating  Agreement requires OPCO to charge all Costs of Operation
to Owners in accordance with their respective  Participant's  Share and mandates
that all  contractual  obligations  undertaken  by OPCO on  behalf  of Owners be
several and not joint  obligations  of the Owner.  No provision of the Operating
Agreement or the Amended  Participation  Agreement would permit OPCO to charge a
mark up or margin on any  service  rendered  to Owners,  and both the  Operating
Agreement and OPCO's Articles of Incorporation  forbid OPCO from undertaking any
activity  for  profit.  These  provisions  will assure that CPL and CSW (and any
other  associate  company of either) will receive  services from OPCO at cost as
contemplated by Rule 90 under the Act. However,  CSW will cause (i) any services
rendered by OPCO to CPL and CSW (and any other associate company of either), and
(ii) any  services  rendered by CSW or CPL to OPCO to be rendered in  compliance
with Rules 90 and 91 under the Act.  Finally,  the  applicants  request that the
Commission waive the requirement that a Form U-13-1  Application-Declaration  be
filed in respect of the  formation of OPCO as all  information  required by that
Form is contained herein or will be provided by amendment.
         Compliance  with Rule 54. To the  extent the  formation  of OPCO may be
deemed to involve the  issuance of a  "security"  within the meaning of the Act,
there will be no proceeds  from the  formation of OPCO that could be used by CSW
or any subsidiary thereof for the direct or indirect  acquisition of an interest
in an exempt wholesale  generator,  as defined in Section 32 of the Act ("EWG"),
or a foreign utility company, as defined in Section 33 of the Act ("FUCO"). Rule
54 promulgated  under the Act states that in determining  whether to approve the
issue or sale of a security by a registered  holding  company for purposes other
than  the  acquisition  of an EWG or a  FUCO,  or  other  transactions  by  such
registered  holding company or its subsidiaries  other than with respect to EWGs
or FUCOs, the Commission shall not consider the effect of the  capitalization or
earnings of any subsidiary which is an EWG or a FUCO upon the registered holding
company system if Rule 53(a), (b) and (c) are satisfied. As set forth below, all
applicable   conditions  set  forth  in  Rule  53(a)  are,  and,   assuming  the
consummation of the transactions proposed herein, will be, satisfied and none of
the  conditions  set forth in Rule 53(b)  exist or will exist as a result of the
transactions  proposed herein thereby  satisfying such provision and making Rule
53(c) inapplicable.
         CSW's  "aggregate  investment" (as defined under Rule 53(a) of the Act)
in EWGs and FUCOs as of August  14,  1997 was  approximately  $913  million,  or
approximately 46% of CSW's "consolidated retained earnings" as of June 30, 1997.
CSW thus satisfies Rule 53(a)(1). CSW will maintain and make available the books
and records  required by Rule 53(a)(2).  No more than 2% of the employees of the
CSW  and  its  operating  subsidiaries  will,  at  any  one  time,  directly  or
indirectly,  render  services  to an  EWG or  FUCO  in  which  CSW  directly  or
indirectly  owns an interest,  satisfying  Rule 53(a)(3).  And lastly,  CSW will
submit a copy of Item 9 and  Exhibits  G and H of CSW's  Form U5S to each of the
public service  commissions  having  jurisdiction over the retail rates of CSW's
operating utility subsidiaries, satisfying Rule 53(a)(4).
         The  documents  with respect to OPCO are in  substantially  final form,
although  additional  minor changes may be made to such  documents.  CSW and CPL
request that the Commission release  jurisdiction and issue an appropriate order
authorizing CPL to enter into and conclude the final form of documents to create
OPCO. CSW and CPL will augment the record herein with the final  documents to be
filed with a certificate of notification.





                                S I G N A T U R E

                  Pursuant to the  requirements  of the Public  Utility  Holding
company Act of 1935, as amended,  the  undersigned  company has duly caused this
document  to  be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized.
                  Dated:  August28, 1997


                       
                             CENTRAL AND SOUTHWEST CORPORATION

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





                                S I G N A T U R E


                  Pursuant to the  requirements  of the Public  Utility  Holding
company Act of 1935, as amended,  the  undersigned  company has duly caused this
document  to  be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized.
                  Dated:  August 27, 1997


                         CENTRAL POWER AND LIGHT COMPANY

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







_________________________

     1    Tex. Const., art. III, ss. 53 (amended 1904).

     2    At least two opinions of the Texas Attorney General have authorized  
          municipalities to enter into such  arrangements.  See Op.
          Tex. Att'y Gen. No. M-1023 (1971) and Op Tex. Att'y. Gen No. DM-1994 
          (1992).

     3    Article VII of the Articles and Section 2.2 of the Bylaws of OPCO.

     4    Article IV of the Articles of OPCO.

     5    Article IV of the Articles of OPCO.

     6    Articles VIII and IX of the Articles of Incorporation of OPCO.

     7    Article VIII of the Articles of OPCO.

     8    Section 2.2E of the Operating Agreement.

     9    Section 4.2 of the Operating Agreement.

     10   Section 6.1 of the Operating Agreement.

     11   Section 6.1, 6.2 and 6.3 of the Operating Agreement.

     12   Article II of the Operating Agreement.

     13   Sections 5.1 - 5.4 of the Operating Agreement.

     14   Section 9.3 of the Operating Agreement.

     15   Sections 1.7, 2.1, 2.2E, and Article III of the Operating Agreement.

     16   Ebasco  Services,  Inc.,  SEC No-Action  Letter,  (publicly  available
          September 16, 1982).  Since the issuance of Ebasco  Services,  Inc., a
          series of similar  no-action  letters have  confirmed the  conclusions
          reached in Ebasco  Services,  Inc., even in cases in which the company
          in  question  had  a  greater  measure  of   responsibility   than  is
          contemplated  for OPCO.  See,  Westvaco Corp. , SEC No-Action  Letter,
          (publicly  available  August 26, 1996),  Tucson Elec. Power Corp., SEC
          No-Action Letter,  (publicly available  September 27, 1995),  Kenetech
          Windpower,  Inc., SEC No-Action Letter,  (publicly available April 15,
          1994) Ogden Martin Systems of Clark Limited Partnership, SEC No-Action
          Letter,   (publicly   available   December  6,  1993,   Bechtel  Power
          Corporation,  SEC No-Action Letter, (publicly available May 22, 1991);
          Colstrip Energy Limited Partnership,  SEC NO-Action Letter,  (publicly
          available  December 7, 1989),  and Combustion  Engineering,  Inc., SEC
          No-Action Letter, (publicly available August 24, 1987).

     17   Amended Participation Agreement, Article 9.

     18   See, also, Ogden Martin Systems of Clark Limited Partnership (publicly
          available  December  6, 1993,  Bechtel  Power  Corporation,  (publicly
          available May 22, 1991); Colstrip Energy Limited Partnership (publicly
          available December 7, 1989),  Combustion  Engineering,  Inc. (publicly
          available  August  24,  1987)  and  Ebasco  Services,  Inc.  (publicly
          available August 17, 1982).