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                                              Filed Pursuant to Rule 424(b)(3)
                                              Registration No. 333-00911
                                              

 
PROSPECTUS
 
                       CENTRAL AND SOUTH WEST CORPORATION
                      POWERSHARE(SM) DIVIDEND REINVESTMENT
                            AND STOCK PURCHASE PLAN
 
                                  COMMON STOCK
                               ($3.50 PAR VALUE)
 
     The Central and South West Corporation (Corporation) PowerShare Dividend
Reinvestment and Stock Purchase Plan (Plan) provides a convenient and
inexpensive way for the Corporation's shareholders, employees and others to
reinvest dividends and purchase shares of the Corporation's common stock, $3.50
par value per share (Common Stock). Non-shareholders of legal age who are
residents of the fifty States of the United States and the District of Columbia
may enroll in the Plan by making an initial cash investment of $250.00.
Employees and eligible retirees of the Corporation and its subsidiaries may
elect to purchase Common Stock through automatic payroll or pension deductions
with a minimum of $10.00 per pay period.
 
     This Prospectus incorporates several amendments to the Plan, including (a)
enabling non-shareholders of legal age who are residents of all fifty States of
the United States and the District of Columbia to participate in the Plan, (b)
increasing the initial cash investment required for enrollment in the Plan by
non-shareholders, non-employees and non-retirees from $100 to $250 and (c)
changing the frequency of investment in shares of Common Stock by the Plan from
bimonthly to weekly. Participants in the Plan will continue to be enrolled in
the Plan, as amended, unless they withdraw from participation. For further
information concerning the Plan and a glossary of capitalized terms used in this
Prospectus, see "Description of the Plan".
 
     Under the Plan, Participants may elect any of the following reinvestment
options:
 
     FULL DIVIDEND REINVESTMENT -- Participants may automatically reinvest cash
     dividends on all Registered Shares they hold and on all Plan Shares
     credited to their accounts.
 
                                             (Cover Continued on Following Page)

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 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
    EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                            IS A CRIMINAL OFFENSE.

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                 The date of this Prospectus is March 28, 1996.
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     PARTIAL DIVIDEND REINVESTMENT -- Participants may receive cash dividends on
     a portion of the Registered Shares they hold and/or a portion of the Plan
     Shares credited to their accounts, and automatically reinvest the cash
     dividends on the remainder of such shares.
 
     NO DIVIDEND REINVESTMENT -- Participants may receive cash dividends on all
     Registered Shares they hold and on all Plan Shares credited to their
     accounts.
 
     Under any of the reinvestment options, Participants may make Optional Cash
Purchases at any time, of not less than $25 per payment and not more than
$100,000 per calendar year (Annual Limit).
 
     Cash dividends, cash investments and payroll deductions under the Plan will
be used to purchase shares of Common Stock which, at the option of the
Corporation, will be either newly issued or will be purchased on behalf of Plan
Participants in the open market by an Independent Agent appointed by the
Corporation. See Question 11. The Corporation will select Independent Agents
based on fees and service.
 
     The price of shares purchased in the open market under the Plan will be the
weighted average price at which the Independent Agent acquires the shares as
discussed in Question 17. The price of newly issued shares acquired under the
Plan will be the average of the high and low price of the Corporation's Common
Stock as also discussed in Question 17.
 
     The price of shares sold by Participants under the Plan will be the
weighted average price at which the Independent Agent sells shares, less
applicable fees and/or commissions. Sales of shares through the Plan are
discussed in Questions 20 through 22.
 
     A Plan Participant will have applicable fees and/or commissions deducted
from the funds used to purchase shares acquired or sales proceeds of shares sold
under the Plan. See Question 19 for a description of such fees and commissions.
 
     To the extent required by applicable law in certain jurisdictions,
including Arizona, Nebraska, North Dakota and Vermont, shares of Common Stock
offered under the Plan to persons who are not presently shareholders of the
Corporation are offered only through a registered broker-dealer in such
jurisdictions.
 
     This Prospectus relates to 5,021,753 shares of Common Stock of the
Corporation and should be retained for future reference. The Corporation's
Common Stock is listed on the New York Stock Exchange and the Chicago Stock
Exchange under the symbol "CSR".
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                             AVAILABLE INFORMATION
 
The Corporation is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (Exchange Act), and in accordance therewith
files reports, proxy or information statements and other information with the
Securities and Exchange Commission (Commission). Such reports, proxy or
information statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C., 20549-1004, and at the following Regional Offices of the
Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; 7 World Trade Center, New York, New York 10048.
Copies of such material can also be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at 450 Fifth Street,
N.W., Washington, D.C. 20549. The Corporation's Common Stock is listed on the
New York Stock Exchange and the Chicago Stock Exchange. Such reports, proxy
statements and other information concerning the Corporation may be inspected at
such exchanges.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents heretofore filed by the Corporation with the
Commission pursuant to the Exchange Act are incorporated by reference in this
Prospectus:
 
          (a) The Corporation's Annual Report on Form 10-K for the year ended
     December 31, 1994.
 
          (b) The Corporation's Quarterly Reports on Form 10-Q for the quarters
     ended March 31, 1995, June 30, 1995 and September 30, 1995 and the
     Corporation's Form 10-Q/A for the quarter ended September 30, 1995.
 
          (c) The Corporation's Current Reports on Form 8-K dated January 17,
     1995, April 6, 1995, May 23, 1995, June 9, 1995, July 10, 1995, September
     6, 1995, September 27, 1995, September 28, 1995, October 12, 1995, January
     19, 1996, January 30, 1996 and February 22, 1996.
 
          (d) The description of the Common Stock which is contained in the
     Corporation's registration statement filed under Section 12 of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
     any amendment or report filed for the purpose of updating such description.
 
     All documents subsequently filed by the Corporation pursuant to Sections
13, 14 or 15(d) of the Exchange Act, prior to termination of the offering of
Common Stock pursuant to the Plan, shall be deemed also to be incorporated by
reference herein and a part hereof from their respective dates of filing. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the
 
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extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
 
     The Corporation hereby undertakes to provide without charge to each person
to whom this Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the foregoing documents incorporated herein
by reference (not including exhibits to such documents which are not
specifically incorporated by reference in such documents). Requests for such
copies should be directed to Central and South West Corporation, Shareholder
Services Department, P.O. Box 660164, Dallas, Texas 75266-0164, or by calling
our toll-free number 1-800-527-5797.
 
                                THE CORPORATION
 
     The Corporation is a registered public utility holding company under the
Public Utility Holding Company Act of 1935, as amended. The Corporation owns all
of the outstanding shares of common stock of four electric operating
Subsidiaries: Central Power and Light Company, Public Service Company of
Oklahoma, Southwestern Electric Power Company, and West Texas Utilities Company
(collectively, the Electric Operating Subsidiaries). These companies provide
electric service to approximately 1.6 million customers in a widely diversified
area covering 152,000 square miles in portions of the States of Arkansas,
Louisiana, Oklahoma and Texas. This area is one of the largest served by any
electric utility system in the United States.
 
     On January 10, 1996, the Company's $2.12 billion tender offer in the United
Kingdom for all of the outstanding share capital of SEEBOARD plc (SEEBOARD),
which was announced on November 6, 1995, was declared wholly unconditional.
Through January 29, 1996, the Company had acquired shares representing, or had
received valid acceptances in respect of, approximately 90.7% of the outstanding
share capital of SEEBOARD. The Company expects to acquire the remaining 9.3% of
the outstanding SEEBOARD share capital by the end of the second quarter of 1996.
SEEBOARD is a regional electricity company in the United Kingdom headquartered
in Crawley, West Sussex, with approximately two million customers and a
distribution territory in southeast England that covers approximately 3,000
square miles extending from the outlying areas of London to the English Channel.
 
     Other major Subsidiaries owned by the Corporation are Transok, Inc., a
natural gas, gathering, transmission, processing, storage and marketing company,
which transports for and sells natural gas to the Electric Operating
Subsidiaries as well as processing, transporting and selling natural gas for and
to non-affiliates; CSW Energy, Inc. and CSW International, Inc., which pursue
cogeneration projects and other energy ventures within the United States and
internationally; CSW Credit, Inc., which purchases the accounts receivable of
the Electric Operating Subsidiaries, Transok and certain non-affiliated
 
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electric and gas utilities; CSW Communications, Inc., which provides
communication services to the Electric Operating Subsidiaries, Transok and
certain non-affiliates; CSW Leasing, Inc., which invests in leveraged leases;
Central and South West Services, Inc., which performs, at cost, various
professional services to the Corporation and its Subsidiaries; and EnerShop
Inc., which was formed in September, 1995 to provide commercial, industrial,
institutional and governmental customers with energy management services. The
Corporation's offices are located at 1616 Woodall Rodgers Freeway, P.O. Box
660164, Dallas, Texas 75266-1064.
 
                                USE OF PROCEEDS
 
     Because the extent of the requirements of Plan Participants cannot be
predicted and because such requirements may be satisfied by either the issuance
of new shares of Common Stock by the Corporation, or the purchase of shares of
Common Stock by an Independent Agent in the open market, the number of shares of
Common Stock, if any, that the Corporation ultimately will sell under the Plan,
or the prices at which such shares will be sold, is not known. If new shares of
Common Stock are issued by the Corporation under the Plan, the proceeds from the
sale will be used for repayment of short-term or long-term indebtedness, for
working capital or for other general corporate purposes. If shares are purchased
by an Independent Agent for Participants in the open market, the Corporation
will not receive any proceeds.
 
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                            DESCRIPTION OF THE PLAN
 
     The following description, which is set forth in question and answer form,
constitutes a complete statement of the Plan:
 
DEFINITIONS
 
     ANNUAL LIMIT -- A Participant may make Optional Cash Purchases up to a
maximum of $100,000 per calendar year.
 
     AUTOMATIC ELECTRONIC INVESTMENT AUTHORIZATION CARD -- The form to be
completed by a Participant in order to set up automatic drafts from banks and
other financial institutions for Optional Cash Purchases.
 
     AUTOMATIC ELECTRONIC INVESTMENT -- Optional Cash Purchases by means of
electronic funds transfer.
 
     BUSINESS DAY -- Any day on which the New York Stock Exchange is open for
the business of trading securities.
 
     CHANGE AUTHORIZATION CARD -- The form to be completed by a Participant to
make changes in reinvestment options or other account changes.
 
     CASH DIVIDEND -- The cash dividend payable on shares of Common Stock.
 
     DIVIDEND PAYMENT DATE -- The date on which dividends declared by the
Corporation's board of directors are payable on the Corporation's Common Stock,
usually the last business day of February, May, August and November.
 
     DIVIDEND RECORD DATE -- The date on which a person or entity must be a
registered shareholder of Common Stock in order to receive a given dividend,
usually the 5th business day of February, May, August and November.
 
     ELIGIBLE AREA -- The fifty States of the United States and the District of
Columbia.
 
     EMPLOYEE/RETIREE ENROLLMENT FORM -- The form to be completed by employees
or eligible retirees of the Corporation or its Subsidiaries in order to enroll
in the Plan.
 
     ENROLLMENT FORM -- The form to be completed by (i) a non-shareholder
resident of the fifty States of the United States and the District of Columbia
(other than employees or retirees of the Corporation or its Subsidiaries) in
order to enroll in the Plan, or (ii) existing holders of Registered Shares of
Common Stock (other than employees or retirees of the Corporation or its
Subsidiaries), in order to enroll in the Plan.
 
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     INDEPENDENT AGENT -- The agent or agents appointed by the Corporation who
act on behalf of Plan Participants in (i) buying Common Stock on the open market
if bought during a period in which the Corporation elects not to satisfy the
requirements of Plan Participants with newly issued shares and/or (ii) selling
Plan Shares for Participants.
 
     INVESTMENT DATE -- The date on which purchases of shares of Common Stock
commence for investment during a given Investment Period under the Plan. Shares
will be purchased commencing each Monday of each week (or, if not a Business
Day, the next succeeding Business Day).
 
     INVESTMENT PERIOD -- The period for Plan investments on behalf of
Participants, which commences on an Investment Date and continues through and
includes the date preceding the next succeeding Investment Date.
 
     OPTIONAL CASH PURCHASES -- Purchase of Common Stock through direct cash
payments or Automatic Electronic Investments submitted by Participants under the
Plan, as authorized in writing by a Participant.
 
     PARTICIPANT -- An eligible individual or entity that has enrolled in the
Plan according to the Corporation's applicable procedures.
 
     PLAN -- The Corporation's PowerShare Dividend Reinvestment and Stock
Purchase Plan, as described in this Prospectus.
 
     PLAN DIVIDEND -- The cash dividend payable on shares of Common Stock held
by the Corporation in the Plan.
 
     PLAN SHARES -- The shares of Common Stock held by the Corporation in a
Participant's Plan account.
 
     REGISTERED SHARES -- The shares of Common Stock for which a Participant
holds a stock certificate registered on the stock transfer records of the
Corporation in the name of the Participant.
 
     SAFEKEEPING SERVICE -- The service allowing Plan Participants to deposit
all of their Common Stock certificates with Shareholder Services for credit to
their Plan account. Deposited shares will be held in book entry form.
 
     SHAREHOLDER SERVICES -- The department of the Corporation that administers
the Plan and keeps records of each Participant's Plan participation.
 
     SUBSIDIARIES -- All entities that are controlled by the Corporation through
direct or indirect ownership of a majority of such entities' voting shares.
 
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PURPOSE
 
1. WHAT IS THE PURPOSE OF THE PLAN?
 
     The Plan offers shareholders, non-shareholders of legal age who are
residents of the Eligible Area, employees and eligible retirees of the
Corporation or its Subsidiaries a convenient and economical way to purchase the
Corporation's Common Stock. Once Participants are enrolled in the Plan, cash
dividends, as well as any cash investments and/or payroll or pension deductions,
may be used to purchase shares of Common Stock.
 
     EACH PARTICIPANT SHOULD RECOGNIZE THAT THE CORPORATION CANNOT ASSURE ANY
PARTICIPANT OF A PROFIT OR PROTECT THE PARTICIPANT AGAINST A LOSS ON THE SHARES
OF COMMON STOCK PURCHASED UNDER THE PLAN. THE USE OF THE TERM "PLAN" DOES NOT
INDICATE THAT THE PLAN FUNCTIONS AS A RETIREMENT PLAN, WHETHER QUALIFIED OR
NON-QUALIFIED. THE PLAN DOES NOT ENJOY ANY PREFERRED TAX STATUS AND ALL
DIVIDENDS ON PARTICIPANT'S PLAN SHARES AND REGISTERED SHARES ARE TAXABLE. SEE
QUESTION 34.
 
FEATURES
 
2. WHAT ARE THE MAIN FEATURES OF THE PLAN?
 
     -- Participants may elect to have Cash Dividends on all or a portion of
their shares of Common Stock automatically reinvested. Dividend payments not
reinvested will be paid to Participants by check or through electronic direct
deposit.
 
     -- Participants may make Optional Cash Purchases in a minimum amount of $25
per transaction and up to a maximum of $100,000 per calendar year (Annual Limit)
for the purchase of Common Stock.
 
     -- Non-shareholders of legal age who are residents of the Eligible Area may
enroll in the Plan by making a minimum initial cash investment of $250.00 to
purchase Common Stock under the terms of the Plan.
 
     -- Employees and eligible retirees of the Corporation or its Subsidiaries
may purchase shares of Common Stock through automatic payroll or pension
deductions. The minimum purchase for employees and eligible retirees by
payroll/pension deduction is $10.
 
     -- Full investment of funds is possible under the Plan (subject to minimum
and maximum purchase requirements) because both full and fractional shares will
be credited to Participants' Plan accounts.
 
     -- The Plan includes a Safekeeping Service which permits shareholders to
deposit all of their certificates of Common Stock with Shareholder Services,
thereby reducing shareholders' risk of loss of
 
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physical certificates and making it convenient for shareholders to hold all
shares of Common Stock in one account. Participants will receive credit to their
Plan accounts for such shares.
 
     -- Participants will receive quarterly statements of account with a record
of their activity as soon as practicable following each Dividend Payment Date,
and written confirmations of investments upon opening Plan accounts or making
Optional Cash Purchases of Plan Shares. Statements of account are a
Participant's continuing record of transactions and should be retained for tax
purposes.
 
     -- Through the Plan, Participants may sell shares of Common Stock held or
deposited in their Plan accounts, including odd-lots (but not other
shareholdings).
 
     -- To avoid potential abuses of the economies offered in connection with
Sales through the Plan (e.g., excessive closing and reopening of accounts), the
Corporation will not permit Participants who terminate their account to
re-enroll in the Plan until twelve months after such termination.
 
     -- The Plan retains the flexibility to satisfy obligations for shares
purchased through the Plan from newly issued shares or shares purchased on the
open market.
 
     -- By utilizing volume commission discounts from Independent Agents, the
Plan is able to provide investors with an economical means to purchase and sell
shares of the Corporation's Common Stock.
 
3. WHY IS THE PLAN BEING AMENDED AND WHAT PROVISIONS OF THE PLAN HAVE CHANGED AS
   A RESULT OF THE AMENDMENTS DESCRIBED HEREIN?
 
     The amendments to the Plan are intended primarily to make the Plan more
attractive and available to investors, and to make the Plan more cost-effective
to both investors and the Corporation. These changes include:
 
          -- The Plan is now available to non-shareholder residents of legal age
     in all fifty States and the District of Columbia. Formerly, only registered
     shareholders and non-shareholder residents of legal age in the States of
     Arkansas, Louisiana, Oklahoma and Texas were eligible to participate.
 
          -- Minimum initial purchase limits for eligible non-shareholders have
     been increased from $100 to $250.
 
          -- Investments by the Plan in shares of Common Stock are now made
     weekly instead of bi-monthly.
 
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ADMINISTRATION
 
4. WHO ADMINISTERS THE PLAN?
 
     Administration of the Plan is shared between the Corporation and the
Independent Agent. Shareholder Services will have primary responsibility to
administer the Plan. Among other things, Shareholder Services will receive and
hold Participants' funds pending investment in additional shares of Common
Stock, effect transfers of Common Stock, keep a continuous record of
participation and prepare and send each Participant a quarterly statement of
his/her Plan account. All funds received by Shareholder Services from
Participants are promptly deposited into an escrow account for the benefit of
Participants, and are held in such account until the next applicable Investment
Date. The responsibilities of Shareholder Services in connection with the
administration of the Plan are administrative in nature and, in large part, are
consistent with the responsibilities of Shareholder Services in acting as
registered transfer agent for the Corporation. Accordingly, the Corporation
believes that there is no material difference in risk between administration of
the Plan by Shareholder Services and administration of the Plan by a registered
broker-dealer or bank.
 
     If the Corporation elects to meet the requirements of Participants by
purchasing shares of Common Stock in the open market, the Independent Agent will
act on behalf of Participants in buying such shares. The Independent Agent will
also sell Plan Shares on Behalf of Participants. In addition, the Independent
Agent will provide Shareholder Services with verification of the calculation of
price of newly issued shares sold to Participants through the Plan.
 
     THE CORPORATION RESERVES THE RIGHT TO INTERPRET AND REGULATE THE PLAN AS
DEEMED NECESSARY OR DESIRABLE. NEITHER THE CORPORATION NOR ITS INDEPENDENT AGENT
WILL BE LIABLE FOR ANY ACT DONE IN GOOD FAITH OR FOR ANY OMISSION TO ACT IN GOOD
FAITH, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF LIABILITY ARISING OUT OF
FAILURE TO TERMINATE A PARTICIPANT'S ACCOUNT UPON THE PARTICIPANT'S DEATH PRIOR
TO RECEIPT OF WRITTEN NOTICE OF SUCH DEATH, PROVIDED THAT THE CORPORATION SHALL
NOT BE RELIEVED FROM ANY LIABILITY IMPOSED UNDER ANY FEDERAL, STATE OR OTHER
APPLICABLE SECURITIES LAW WHICH CANNOT BE WAIVED.
 
5. WHO SHOULD I CONTACT WITH QUESTIONS CONCERNING THE PLAN AND ITS
   ADMINISTRATION?
 
     You may contact the Corporation with questions concerning the Plan by
writing to:
 
                 Shareholder Services
                 Central and South West Corporation
                 P.O. Box 660164
                 Dallas, Texas 75266-0164
 
     or by calling Shareholder Services toll-free at 1-800-527-5797.
 
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6. MAY THE PLAN BE MODIFIED OR DISCONTINUED?
 
     The Corporation reserves the right to suspend, modify or discontinue the
Plan at any time including but not limited to the right to modify the fees and
commissions charged to Participants. Any suspension, major modification or
discontinuance of the Plan will be announced by the Corporation to all
Participants.
 
PARTICIPATION
 
7. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
 
     All holders of the Corporation's Common Stock who hold Registered Shares,
non-shareholders of legal age who are residents of the Eligible Area, and
employees and certain retirees of the Corporation or its Subsidiaries are
eligible to participate in the Plan. Retirees of the Corporation are eligible to
participate in the Plan if they are either existing shareholders of the
Corporation or are residents of the Eligible Area.
 
     A Plan Prospectus and enrollment information will be furnished at any time
upon request to Shareholder Services.
 
8. HOW DOES A HOLDER OF REGISTERED SHARES PARTICIPATE?
 
     Participants who hold Registered Shares may join the Plan at any time by
completing the Enrollment Form and returning it to the Corporation. If
Participants' shares are registered in names other than their own (e.g., in the
name of a broker or bank nominee) and they are not residents of the Eligible
Area, then in order to participate in the Plan, they either must become a
shareholder of record by having shares transferred into their names, or must
request that the record holder of their shares participate in the Plan on their
behalf.
 
     The Enrollment Form allows a Participant to choose a reinvestment option
for participation in the Plan. By checking the appropriate box a Participant may
select:
 
          -- FULL DIVIDEND REINVESTMENT -- Automatic reinvestment of cash
     dividends on all Registered Shares held by the Participant and on all Plan
     Shares credited to his/her account.
 
          -- PARTIAL DIVIDEND REINVESTMENT -- Receipt of cash dividends on a
     portion of the Registered Shares held by the Participant and/or a portion
     of the Plan Shares credited to his/her account, and automatic reinvestment
     of the cash dividends on the remainder of his/her shares.
 
          -- NO DIVIDEND REINVESTMENT -- Receipt of cash dividends on all
     Registered Shares held by the Participant and on all Plan Shares credited
     to his/her account.
 
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9. HOW DOES A NON-SHAREHOLDER OF LEGAL AGE WHO IS A RESIDENT OF THE ELIGIBLE
   AREA PARTICIPATE?
 
     After being furnished with the Plan Prospectus, a resident of legal age of
the Eligible Area may apply for enrollment in the Plan by completing and
returning the Enrollment Form, together with a check in an amount not less than
$250, nor more than the Annual Limit, made payable to "Central and South West
Corporation".
 
     The Enrollment Form requires each applicant to certify verification of age
and residency. It also allows the applicants to decide the amount of their
initial investment (not less than $250) which will be used to purchase shares of
the Corporation's Common Stock. The Enrollment Form allows the applicant to
choose a reinvestment option for participation in the Plan. See Questions 8, 30
and 31.
 
10. HOW DOES AN EMPLOYEE OR ELIGIBLE RETIREE PARTICIPATE?
 
     Any employee or eligible retiree of the Corporation or any of its
Subsidiaries may join the Plan at any time either by completing the
Employee/Retiree Enrollment Form and returning it to Shareholder Services, or by
enrolling in the same manner as any other eligible person described under
Question 8 or 9.
 
     The Employee/Retiree Enrollment Form allows participating employees and
retirees to decide the dollar amount, if any, to be deducted from their pay or
pension for each pay period. Any deductions will be used to purchase full and
fractional shares of the Corporation's Common Stock. The Employee/Retiree
Enrollment Form allows them to choose reinvestment options for participation in
the Plan. See Questions 8, 30 and 31.
 
     Payroll/pension deduction authorizations will remain in effect until
cancelled by the employee or retiree. The employee must specify the amount to be
withheld each month. The minimum deduction per pay period is $10.
 
     Payroll/pension deductions will be invested on the Investment Date
immediately following the payment date.
 
     All employees and retirees should understand the differences between Plan
participation and participation in the Corporation's Thrift Plus and other
benefit and welfare plans before electing to participate in the Plan. Among
other things, no matching contributions are made by the Corporation to the Plan,
and no deferral of taxes on any dividends or realized gains is available for
investments in Common Stock through the Plan. See Questions 1, 2 and 34.
 
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DIVIDEND REINVESTMENT
 
11. HOW AND WHEN WILL CASH DIVIDENDS BE REINVESTED?
 
     If a Participant has elected full or partial dividend reinvestment on
his/her Registered and/or Plan Shares, the Corporation will reinvest those
dividends in additional shares of the Corporation's Common Stock. Reinvested
dividends will be used to purchase either authorized but unissued shares from
the Corporation or shares that are purchased on the open market by the
Independent Agent. The source of Common Stock to be purchased under the Plan may
be, in the discretion of the Corporation, authorized but previously unissued
Common Stock or shares of Common Stock purchased on the open market by an
Independent Agent. The Corporation is currently purchasing Common Stock on
behalf of the Plan directly from the Corporation out of its authorized but
previously unissued Common Stock and the Corporation will not change the source
of shares of Common Stock to open market purchases absent a determination that
the Corporation no longer has a need to raise capital or that there is another
compelling reason for the change and in no event more than once every three
months.
 
     Cash Dividends payable on any Dividend Payment Date which are to be
reinvested will be reinvested commencing on the Investment Date immediately
following the applicable Dividend Payment Date. If the Corporation is then
meeting the requirements of the Plan with Common Stock purchased in the open
market, an Independent Agent will determine the exact timing of such purchases
and the number of shares to be purchased, depending on the amount of reinvested
dividends, market conditions and the requirements of federal securities laws. If
the Corporation elects to issue authorized but unissued shares of its Common
Stock, these shares will be issued and credited to a Participant's Plan account
by the Corporation as of the Investment Date. The determination of price for
purchases of Plan Shares is explained in Question 17.
 
     If a Participant's Enrollment Form is received by Shareholder Services on
or before the Dividend Record Date for the next dividend payment, then the next
dividends payable will be used to purchase additional shares of Common Stock on
the Investment Date immediately following the applicable Dividend Payment Date.
 
     If the Enrollment Form is received after the Dividend Record Date for the
next dividend payment, the reinvestment of dividends will start with the next
succeeding dividend payment.
 
OPTIONAL CASH PURCHASES
 
12. WHO IS ELIGIBLE TO MAKE OPTIONAL CASH PURCHASES?
 
     All Plan Participants, whether or not they have authorized the reinvestment
of dividends, are eligible to make Optional Cash Purchases.
 
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13. HOW ARE OPTIONAL CASH PURCHASES MADE?
 
     An eligible applicant may make an initial cash investment when enrolling by
enclosing a check with the Enrollment Form. Checks should be made payable to
"Central and South West Corporation," and returned in the envelope provided with
the Enrollment Form. Thereafter, Optional Cash Purchases may be made by using
the cash payment form attached to the statement of account, which will be sent
to each Participant by Shareholder Services. A Participant may also send in a
check without this form; however, your Plan account number must be included on
your check.
 
     If a Participant chooses to participate by Optional Cash Purchases only,
the Corporation will pay cash dividends by check or electronic direct deposit on
the Participants' Registered Shares and Plan Shares.
 
14. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH PURCHASES?
 
     The option to make cash purchases is available to you at any time. Optional
Cash Purchases, other than initial investments and payroll/pension deduction
amounts, cannot be less than $25 per payment. The maximum invested in any form
in Plan Shares by any Participant, whether enrolled as a shareholder, resident
of the Eligible Area, employee or retiree, cannot exceed the Annual Limit for
any calendar year. The minimum initial investment for persons enrolling as
non-shareholder residents of the Eligible Area is $250. The same amount of money
need not be sent in for each Investment Date and there is no obligation to make
an investment on any Investment Date.
 
15. WHEN WILL OPTIONAL CASH PURCHASES BE INVESTED?
 
     Cash investments will be invested on each Monday of each week (or, if not a
Business Day, the next succeeding Business Day) (Investment Date). Cash received
on or after an Investment Date will be held by the Corporation until, and will
be invested on, the next Investment Date. Since no interest will be paid by the
Corporation on any cash payments received and held by the Corporation pending
investment on the next Investment Date, Participants are urged to send them
shortly before an Investment Date. However, Participants should allow sufficient
time to ensure that their cash investments will be received at least one
Business Day prior to an Investment Date.
 
     In order to receive dividends on shares of Common Stock purchased with
Optional Cash Purchases, Participants' cash must be invested no later than the
day before the Investment Date prior to the next Dividend Record Date.
 
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PURCHASES
 
16. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED?
 
     Participants' Plan accounts will be credited with the number of shares,
including fractions computed to three decimal places, equal to the total amount
invested on their behalf divided by the purchase price. The purchase price of
the shares Participants purchase under the Plan will be as described under
Question 17.
 
17. WHAT IS THE PRICE OF SHARES PURCHASED FOR THE PLAN?
 
     If the Corporation is then satisfying the requirements of the Plan with
shares of Common Stock purchased on the open market, the price of such shares
will be the weighted average price at which the Independent Agent acquires the
shares plus applicable brokerage commissions and other fees. If the Corporation
is then satisfying the requirements of the Plan with newly issued shares of
Common Stock, the price of such shares will be 100% of the average of the high
and low sales prices of the Corporation's Common Stock, based on the New York
Stock Exchange Composite Transactions on the applicable Investment Date. The
Independent Agent, as discussed in Question 4, will provide verification of the
calculation of the price of any newly issued shares.
 
18. WHO PURCHASES THE SHARES FOR THE PLAN?
 
     As with the current Plan, the Corporation, in its discretion, may elect to
satisfy the requirements of the Plan with either newly issued shares of Common
Stock, or shares of Common Stock purchased on the open market. See Question 11.
If the Corporation elects to purchase shares of Common Stock on the open market,
the Independent Agent will make all such purchases necessary to meet the
requirements of the Plan. Other than establishing the length of the Investment
Period incorporated into the Plan, the Corporation does not exercise any direct
or indirect control over the timing or prices of purchases made by the
Independent Agent on the open market. If open market purchases are not made, the
shares issued under the Plan will be issued directly from the authorized but
unissued shares of Common Stock of the Corporation.
 
     The Corporation is currently purchasing Common Stock on behalf of the Plan
directly from the Corporation out of its authorized but previously unissued
Common Stock and the Corporation will not change the source of shares of Common
Stock to open market purchases absent a determination that the Corporation no
longer has a need to raise capital or that there is another compelling reason
for the change and in no event more than once every three months.
 
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19. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS?
 
     All costs of administering the Plan will be paid by the Corporation, but
Participants will be required to pay brokerage commissions and other fees for
shares purchased in the open market and shares sold through the Plan. Brokerage
commissions will be a negotiated rate established under the terms of the
Corporation's Agreements with Independent Agents, which rate historically has
not exceeded $.10 per share.
 
SALES AND TERMINATION FROM THE PLAN
 
20. MAY PARTICIPANTS SELL OR WITHDRAW ALL OR A PORTION OF THEIR SHARES FROM THE
    PLAN?
 
     Yes. Participation in the Plan is entirely voluntary and Participants may
sell or withdraw all or a portion of their shares at any time. Any Participant
may request that a certificate be issued or that his/her shares be sold and the
cash proceeds forwarded to the Participant.
 
     PARTICIPANTS SELLING OR WITHDRAWING ALL OF THEIR SHARES FROM THE PLAN
AUTOMATICALLY TERMINATE THEIR PARTICIPATION IN THE PLAN. HOWEVER, WITHDRAWING
PARTICIPANTS MAY ELECT TO RE-ENROLL AT ANY TIME AFTER THE DATE 12 MONTHS
FOLLOWING THE TERMINATION DATE, PROVIDED THAT THEY REMAIN ELIGIBLE TO
PARTICIPATE. SEE QUESTION 7.
 
21. HOW DO PARTICIPANTS SELL OR WITHDRAW ALL OR A PORTION OF THEIR SHARES FROM
    THE PLAN?
 
     In order to sell or withdraw shares from the Plan, Participants must notify
Shareholder Services in writing at the address shown in Question 5.
 
     If a Participant requests a withdrawal, the Participant must specify that
Shareholder Services issue a certificate for any number of whole shares up to
the number of shares credited to the Participant's Plan account. See Question
20.
 
     If a Participant requests that shares be sold, Shareholder Services will
aggregate such shares with shares for which requests to sell were received from
other Participants during that week, and will then place a market order with the
Independent Agent to sell such shares during the following week. If there are
any requests for sales of Plan Shares, the Independent Agent will sell shares on
a weekly basis. The Participant will receive the proceeds of the sale less any
brokerage commission and any other fees as soon as practicable after the
settlement date for applicable sale.
 
     If a Participant's request for a full or partial withdrawal is received by
Shareholder Services on or after a Dividend Record Date and on or before the
Dividend Payment Date for a dividend payment, such requests will be processed as
soon as practicable after the stock transfer records have been balanced for
payment of the dividend and such dividend has been reinvested in the
Participant's Plan account.
 
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22. WHAT HAPPENS TO FRACTIONAL SHARES WHEN PARTICIPANTS TERMINATE THEIR PLAN
    ACCOUNTS?
 
     When Participants terminate their Plan accounts, cash payments representing
any fractional share they hold will be mailed directly to them as soon as
practicable after the settlement for the applicable sale. For Participants
selling whole shares and fractional shares, the price of the fractional share
(per share) will be the same as the price received for the whole shares.
 
REPORTS TO PARTICIPANTS
 
23. HOW WILL PARTICIPANTS BE ADVISED OF THEIR PURCHASES OF SHARES OF COMMON
    STOCK AND OTHER ACTIVITY IN THEIR PLAN ACCOUNTS?
 
     The Corporation will provide each Participant with a quarterly statement as
soon as practicable following a Dividend Payment Date. THESE STATEMENTS ARE
PARTICIPANTS' CONTINUING RECORD OF THE COST OF THEIR PURCHASES AND SHOULD BE
RETAINED FOR TAX PURPOSES. In addition, the Corporation will send Participants
written confirmation of each of their cash investments.
 
     Participants will receive copies of the same communications sent to other
registered shareholders of Common Stock, including the Corporation's annual
report, interim reports, notice of annual meeting and proxy statement, and
certain income tax information.
 
CERTIFICATES
 
24. WILL STOCK CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK ACQUIRED UNDER
    THE PLAN?
 
     Certificates for shares of Common Stock acquired under the Plan will not be
issued. Plan Shares will be registered in the name of a nominee as agent for the
Participant. The number of shares credited to your Plan account will be shown on
your statement of account. This service protects against loss, theft or
destruction of stock certificates.
 
     A certificate for any number of whole shares up to the full number of
shares credited to your Plan account will be issued to you if you so request in
writing. See Question 21. Such request should be mailed to Shareholder Services
at the address shown in Question 5.
 
     Shares credited to your Plan account may not be pledged. If you wish to
pledge your shares, you must request that a certificate be issued in your name.
A certificate for fractional shares will not be issued under any circumstances.
 
25. IN WHOSE NAME WILL THE PLAN ACCOUNT BE MAINTAINED AND CERTIFICATES
    REGISTERED WHEN ISSUED?
 
     A Plan account for a Participant that enrolls in the Plan will be
maintained in the shareholder's name(s) as shown on the Enrollment Form. Upon
written request, Plan Shares can be transferred and issued in names other than
the account name, subject to compliance with any applicable laws and the
 
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payment by the Participant of any applicable taxes, provided that the request is
accompanied by a duly executed stock power that bears the signature(s) of the
Participant(s) and the signature(s) is/are medallion guaranteed by a commercial
bank or member firm of the New York Stock Exchange or Chicago Stock Exchange
that is a member of either the STAMP, SEMP or MSP Medallion guarantee programs.
Shareholder Services recommends that any such request and stock power be sent by
registered or certified mail.
 
SAFEKEEPING SERVICE FOR COMMON STOCK CERTIFICATES
 
26. WHAT IS THE PURPOSE OF THE PLAN'S SAFEKEEPING SERVICE FOR CERTIFICATES AND
    HOW DOES IT WORK?
 
     The purpose of the Plan's Safekeeping Service is to permit Participants to
deposit any Common Stock certificates in their possession with Shareholder
Services for safekeeping. Participants who want to take advantage of this
service should send their certificate(s) representing Registered Shares to
Shareholder Services as described in Question 28. Thereafter, the shares will be
held by the Corporation as nominee, and accounted for and reflected on Plan
account statements and otherwise treated in the same manner as shares purchased
through the Plan.
 
27. WHAT ARE THE ADVANTAGES OF THE PLAN'S SAFEKEEPING SERVICE?
 
     The Plan's Safekeeping Service for stock certificates offers two
significant advantages to Participants. First, the risk associated with loss of
Participants' stock certificates is eliminated. Second, because shares for
safekeeping are treated in the same manner as shares purchased through the Plan,
they may be sold through the Plan in a convenient and efficient manner. The
quarterly statement will verify the deposit of a Participant's shares.
 
28. HOW MAY COMMON STOCK CERTIFICATES BE DEPOSITED WITH SHAREHOLDER SERVICES?
 
     Participants who wish to deposit their certificates of Common Stock for
safekeeping should send them, unsigned, to Shareholder Services with written
instructions to deposit them to their Plan accounts. The written instructions
should include such Participant's Plan account number and should be signed by
the registered shareholder of the shares being deposited. The signature on the
instructions and the name of the stock certificate must be identical to that on
the Plan account to which such shares are to be credited. Shareholder Services
recommends that securities be sent via registered or certified mail.
 
29. MAY SHARES REMAIN ON DEPOSIT IF PARTICIPATION IN THE PLAN IS DISCONTINUED?
 
     No. Upon withdrawal from the Plan, Participants must elect to receive their
Plan Shares either in kind or in cash. See Questions 21 and 22.
 
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   19
 
CHANGING INVESTMENT OPTIONS
 
30. MAY PARTICIPANTS' DIVIDEND REINVESTMENT OPTIONS BE CHANGED?
 
     Yes, at any time Participants may make changes to their reinvestment
options. For a description of the options, see Question 8.
 
     EVEN IF A PARTICIPANT STOPS REINVESTING CASH DIVIDENDS ON ALL SHARES
REGISTERED IN HIS/HER NAME AND/OR CREDITED TO HIS/HER PLAN ACCOUNT, THE
PARTICIPANT MAY CONTINUE TO MAKE OPTIONAL CASH PURCHASES.
 
31. HOW DO PARTICIPANTS CHANGE THEIR REINVESTMENT OPTIONS?
 
     Participants may change their reinvestment options at any time by
completing the account correspondence portion of their statement of account, a
Change Authorization Card or by submitting a written request to Shareholder
Services. Changes will become effective as soon as practicable after they are
received.
 
32. HOW DO EMPLOYEE/RETIREE PARTICIPANTS CHANGE OR DISCONTINUE THEIR PAYROLL
    DEDUCTIONS?
 
     Employee/retiree Participants may change their payroll deductions at any
time by completing a Change Authorization Card, or by submitting a written
request to Shareholder Services. Changes will become effective as soon as
practicable after they are received.
 
33. MAY EMPLOYEES OR RETIREES STOP THEIR PAYROLL/PENSION DEDUCTIONS AND STILL
    PARTICIPATE IN THE PLAN?
 
     Yes. Employees or retirees who stop their payroll or pension deductions for
purchases of Plan Shares may leave their shares in the Plan. Shareholder
Services will continue to maintain the shares in their Plan accounts unless
otherwise instructed. These employees and retirees may also continue to make
Optional Cash Purchases.
 
INCOME TAXES
 
34. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
 
     In general, Participants in the Plan have the same federal income tax
obligations with respect to their dividends as do shareholders who are not Plan
Participants. This means that dividends reinvested under the Plan are taxable as
having been received even though the Participants did not actually receive them
in cash but, instead, used them to purchase additional shares under the Plan.
 
     The selling of shares by a Participant under the Plan will give rise to
capital gain or loss, provided such shares are held as a capital asset by the
Participant. Any such gain or loss will be measured by the
 
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difference between the proceeds received by the Participant (net of commissions
and fees) and the Participant's tax basis in the shares sold.
 
     The tax basis of shares acquired in the open market is equal to their
purchase price per share (including brokerage commission and other fees). The
purchase price of shares acquired in the open market is determined by
calculating the weighted average price at which the Independent Agent acquires
the shares, and the purchase price of newly issued shares acquired through the
Plan is equal to 100% of the average of the high and low sales prices on the New
York Stock Exchange Composite Transactions on the purchase date.
 
     Any capital gain or loss will be long- or short-term according to whether
the Participant's holding period for the shares sold was greater than one year,
or one year or less, respectively. The holding period for the shares acquired
under the Plan commences the day after the applicable purchase date.
 
     THE FOREGOING IS ONLY A GENERAL DISCUSSION OF CERTAIN FEDERAL INCOME TAX
ASPECTS OF AN INVESTMENT IN THE PLAN. EACH PARTICIPANT SHOULD CONSULT HIS/HER
PERSONAL TAX ADVISER AS TO ALL OF THE TAX CONSEQUENCES OF PARTICIPATING IN THE
PLAN, INCLUDING THE APPLICATION OF CURRENT AND PROPOSED FEDERAL, STATE, LOCAL,
FOREIGN AND OTHER TAX LAWS.
 
35. ON WHAT PROVISIONS ARE MADE FOR FOREIGN SHAREHOLDERS?
 
     In the case of foreign shareholders who have elected to reinvest cash
dividends and whose cash dividends are subject to United States income tax
withholding, an amount equal to the cash dividends less the amount of tax
required to be withheld will be applied to the purchase of shares of Common
Stock.
 
     Cash investments received from foreign shareholders must be in United
States currency and will be invested in the same manner as investments from
other Participants.
 
OTHER INFORMATION
 
36. WHAT HAPPENS WHEN PARTICIPANTS SELL OR TRANSFER ALL OF THE SHARES REGISTERED
    IN THEIR NAMES BUT DO NOT WITHDRAW OR SELL THEIR PLAN SHARES?
 
     If Participants dispose of all shares of Common Stock registered in their
names, Shareholder Services will continue to maintain the shares in their Plan
accounts unless otherwise instructed.
 
37. WHAT HAPPENS IF THE CORPORATION ISSUES A STOCK DIVIDEND, DECLARES A STOCK
    SPLIT, OR HAS A RIGHTS OFFERING?
 
     Any shares of Common Stock distributed by the Corporation as a stock
dividend on shares credited to Participants' Plan accounts, or on any split of
these shares, will be credited to their Plan accounts. In a
 
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rights offering, Participants' entitlements will be based on their holdings,
including those credited to their Plan accounts. Rights from a rights offering
applicable to shares credited to Participants' Plan accounts, however, will be
sold by Shareholder Services. The proceeds will be credited to Participants'
Plan accounts and applied as cash investments to purchase shares of Common Stock
on the next Investment Date.
 
     Participants wishing to be in a position to exercise such rights may
withdraw shares credited to their Plan accounts as described under Question 21
above.
 
38. HOW WILL SHARES HELD UNDER THE PLAN BE VOTED AT MEETINGS OF SHAREHOLDERS?
 
     For each meeting of shareholders, Participants will receive proxy cards
which will enable them to vote both shares registered in their names and shares
credited to their Plan accounts.
 
AUTOMATIC ELECTRONIC INVESTMENT
 
39. WHAT IS THE AUTOMATIC ELECTRONIC INVESTMENT FEATURE OF THE PLAN AND HOW DOES
    IT WORK?
 
     Participants may make Optional Cash Purchases by means of Automatic
Electronic Investments of not less than $25 nor more than the Annual Limit by
monthly electronic funds transfers from a predesignated U.S. account. Automatic
Electronic Investments may be made from accounts at any of the approximately
18,000 banks, savings associations and credit unions that are members of the
National Automated Clearing House Association (NACHA).
 
     To initiate Automatic Electronic Investments, the Participant must complete
and sign an Automatic Electronic Investment Authorization Card and return it to
Shareholder Services together with a voided blank check or deposit slip for the
account from which funds are to be drawn. Forms will be processed and will
become effective as promptly as practicable.
 
     Once Automatic Electronic Investment is initiated, funds will be drawn from
the Participant's designated account on the 20th day of each month (or, if the
20th day is not a business day, the first business day thereafter), and will be
invested in Common Stock beginning on the next Investment Date following the
date of such draft.
 
     Participants may change the amounts of their future Automatic Electronic
Investments by completing and submitting to Shareholder Services a new Automatic
Electronic Investment Authorization Card. To be effective with respect to a
particular Investment Date, however, the new Automatic Electronic Investment
Authorization Card must be received by Shareholder Services at least three
business days preceding the date for electronic transfer of funds. Participants
may terminate their Automatic Electronic Investment by notifying Shareholder
Services in writing.
 
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   22
 
     Electronic direct deposit of dividends that Participants elect to receive
is also available through Shareholder Services.
 
                                 LEGAL OPINIONS
 
     The legality of the shares of Common Stock offered hereby has been passed
upon for the Corporation by Milbank, Tweed, Hadley & McCloy, New York, New York.
 
                                    EXPERTS
 
     The audited consolidated financial statements and schedules incorporated by
reference in this Prospectus, and elsewhere in the registration statement, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports dated February 13, 1995, with respect thereto, and
are incorporated herein by reference in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports.
 
     The financial statements of SEEBOARD plc as of March 31, 1995 and 1994, and
for each of the years in the two-year period ended March 31, 1995, have been
incorporated by reference herein and in the Registration Statement upon reliance
of the report of KPMG, Chartered Accountants, Registered Auditors, incorporated
herein by reference and upon the authority of said firm as experts in accounting
and auditing.
 
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