Filings Under the Public Utility Holding Company Act of 1935 (``Act'')

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26001]

Filings Under the Public Utility Holding Company Act of 1935

(``Act'')

March 11, 1994.

Notice is hereby given that the following filing(s) has/have been

made with the Commission pursuant to provisions of the Act and rules

promulgated thereunder. All interested persons are referred to the

application(s) and/or declaration(s) for complete statements of the

proposed transaction(s) summarized below. The application(s) and/or

declaration(s) and any amendments thereto is/are available for public

inspection through the Commission's Office of Public Reference.

Interested persons wishing to comment or request a hearing on the

application(s) and/or declaration(s) should submit their views in

writing by April 4, 1994 to the Secretary, Securities and Exchange

Commission, Washington, DC 20549, and serve a copy on the relevant

applicant(s) and/or declarant(s) at the address(es) specified below.

Proof of service (by affidavit or, in case of an attorney at law, by

certificate) should be filed with the request. Any request for hearing

shall identify specifically the issues of factor law that are disputed.

A person who so requests will be notified of any hearing, if ordered,

and will receive a copy of any notice or order issued in the matter.

After said date, the application(s) and/or declaration(s), as filed or

as amended, may be granted and/or permitted to become effective.

CNG Natural Gas Company, et al. (70-7258)

Consolidated Natural Gas Company (``CNG''), a registered holding

company, CNG Tower, Pittsburgh, Pennsylvania 15222-3199, and its wholly

owned nonutility subsidiary companies, CNG Research Company,

Consolidated System LNG Company, Consolidated Natural Gas Service

Company, Inc. (``Service'') and CNG Energy Company, located at CNG

Tower, Pittsburgh, Pennsylvania 15222-3199; CNG Coal Company, CNG

Producing Company and its subsidiary company, CNG Pipeline Company

(``Pipeline''), located at CNG Tower, 1450 Poydras Street, New Orleans,

Louisiana 70112-6000, CNG Transmission Corporation (``Transmission''),

CNG Storage Service Company (``Storage'') and CNG Iroquois, Inc.

(``Iroquois''), located at 445 West Main Street, Clarksburg, West

Virginia 26301; CNG Gas Services Corporation, One Park Ridge Center,

P.O. Box 15746, Pittsburgh, Pennsylvania 15244-0746; and Consolidated's

public-utility subsidiary companies, The Peoples Natural Gas Company,

GNG Tower, Pittsburgh, Pennsylvania 15244-0746; The East Ohio Gas

Company, 1717 East Ninth Street, Cleveland Ohio 44115; The River Gas

Company, 324 Fourth Street, Marietta, Ohio 45750; Virginia Natural Gas,

Inc. (''VNG''), 5100 East Virginia Beach Boulevard, Norfolk, Virginia

23501-3488; Hope Gas, Inc., P.O. Box 2868, Clarksburg, West Virginia

26302-2868; and West Ohio Gas Company, 319 West Market Street, Lima,

Ohio 45802 (collectively, ``Subsidiaries''), have filed a post-

effective amendment to an application-declaration pursuant to Sections

6(a), 7, 9(a), 10 and 12(b) of the Act and Rules 43 and 45 thereunder.

By orders dated June 12, 1986 and July 16, 1986, HCAR No. 24128 and

24150 (``Original Orders''), respectively, CNG and all except five of

the subsidiaries were authorized to establish the Consolidated System

Money Pool (``Money Pool''). By order dated May 27, 1987 (HCAR No.

24399), Pipeline and Service were authorized to become participants in

the Money Pool. By order dated February 14, 1990 (HCAR No. 25040), VNG

was authorized to become a participant in the Money Pool. By order

dated May 13, 1991 (HCAR No. 25311), Storage was authorized to become a

participant in the Money Pool. Iroquois now requests authorization

through June 30, 1996 to participate in the Money Pool on the same

terms and under the same conditions as previously authorized by the

Commission in the Original Orders.

Funds taken from and provided to the Money Pool would be made in

the form of open account advances. Open account advances would be

repayable not more than one year from the date of the first advance. If

no such borrowings are outstanding on the date of any advance, then the

interest rate would be the Federal Funds' effective rate of interest as

quoted daily by the Federal Reserve Bank of New York.

By order dated July 6, 1993 (HCAR No. 25845), the Commission

authorized Transmission to provide Iroquois with up to $20 million in

funds (``Transmission Advances'') through either purchases of common

stock or through short-term loans. The aggregate outstanding amount of

funds obtained by Iroquois from the Money Pool, together with

Transmission Advances, would not at any time exceed $20 million.

Additionally, CNG and the Subsidiaries request authority to change

the interest rate on outstanding borrowings by participants in the

Money Pool. The current rate charged to borrowers from the Money Pool

equals the effective short-term borrowing costs of CNG, as stated in

the Original Orders. CNG and the Subsidiaries request authority to

change this rate to a rate equal to the effective weighted average rate

of interest on CNG's commercial paper and/or revolving credit

borrowings.

Gulf Power Company, et al. (70-7294)

Gulf Power Company (``Gulf''), 500 Bayfront Parkway, Pensacola,

Florida 32501 and Mississippi Power Company (``Mississippi'')

(together, ``Applicants''), 2993 West Beach, Gulfport, Mississippi

39501, electric utility subsidiary companies of The Southern Company, a

registered holding company, have filed a post-effective amendment under

section 6(a), 7, 9(a), 10, 12(b), 12(c) and 12(d) and Rules 42, 45 and

50(a)(5) thereunder to their declaration previously filed under

sections 6(a), 7 and 12(b) and Rules 45 and 50(a)(5) thereunder.

Mississippi and Gulf are joint owners, as tenants in common, of

Plant Daniel, an electric generating facility in Jackson, Mississippi.

By order dated December 16, 1986 (HCAR No. 24261), the Commission

authorized Mississippi, acting as agent for Gulf, to enter into various

transactions with Fuelco, a special purpose subsidiary of the

Corporation Trinity Company, a nonassociated company, to finance

Termination and Closure Payments relating to the termination of

existing coal supply contracts and its entrance into new lower cost

arrangements for the supply of coal to Plant Daniel. In this regard,

Fuelco issued notes (``Notes'') in the aggregate principal amount of

$121.325 million to private investors, which mature on December 31,

1995 and bear interest at an 8.25% annual rate, payable semi-annually.

Mississippi borrowed the proceeds from the sale of the notes and issued

a secured note (``Secured Note'') to Fuelco in the same principal

amount and containing the same terms and conditions. The aggregate

unpaid principal amount of the Notes is approximately $35 million. The

Notes may be prepaid in whole or in part at any time on or after

January 1, 1994 at 101.03% of the principal amount thereof during 1994

and 100.00% of such principal amount during 1995, together in each case

with accrued interest to the prepayment date.

The Applicants now propose to refinance the Notes and the Secured

Note by: (1) Having Fuelco, or another similar special purpose

corporation, issue and sell, on or before December 31, 1994, up to $36

million aggregate principal amount of new notes (``Refunding Notes'')

maturing on December 31, 1995; and (2) Mississippi issuing a new

Secured Note in the same principal amount as the Refunding Notes and

containing the same terms and conditions. The proceeds from the sale of

the Refunding Notes would be applied to the prepayment of the

outstanding Notes. While the interest rate to be borne by the Refunding

Notes has not been determined at this time, it is anticipated based

upon current market conditions and rate levels that such rate would not

exceed 5\1/2\% per annum. The Refunding Notes would not be prepayable

prior to maturity.

As an alternative for refinancing the Notes, it is proposed that

Mississippi may effect borrowings of up to $36 million from a bank or

banks or other institutional lender or lenders. Such borrowings may be

evidenced by Mississippi's promissory note or notes, may be secured by

a subordinated lien on certain properties of Mississippi, would have a

final maturity of December 31, 1995, and would not be prepayable. As in

the case of the Refunding Notes, it is currently anticipated that the

interest rate of such borrowings would not exceed 5\1/2\% per annum.

The proceeds from such borrowings would be loaned to Fuelco and applied

to the prepayment of the outstanding Notes. The obligation of Fuelco to

repay such loan may be evidenced by a note issued to Mississippi the

payments on which would correspond to the payments due on Mississippi's

note or notes described above and would be included in the minimum

payments owing under the existing coal supply agreement between Fuelco

and Mississippi.

Gulf will be responsible for one-half of all costs incurred by

Mississippi pursuant to the arrangements proposed herein, in accordance

with the agreement between the parties relating to Plant Daniel (HCAR

No. 19696, September 28, 1976).

The refinancing will not be consummated unless the estimated

present value savings derived from the net difference between interest

payments on the obligations to be issued for refunding purposes and the

outstanding Notes is, on an after-tax basis, greater than the present

value of all prepayment and issuance costs, assuming an appropriate

discount rate. Such discount rate is based on the estimated after-tax

interest rate on the obligations issued for refunding purposes.

EUA Energy Investment Corp. (70-7426)

EUA Energy Investment Corp. (``EEIC''), P.O. Box 2333, Boston,

Massachusetts 02107, a wholly-owned, non-utility subsidiary company of

Eastern Utilities Associates (``EUA''), a registered holding company,

has filed a post-effective amendment to its application-declaration

under Sections 6(a), 7, 9(a), 10, 12(b) and 13(b) of the Act and Rules

43(a), 45(a), 86, 87, 90 and 91 promulgated thereunder. EEIC requests

authorization to invest up to $5 million in energy and energy

conservation research.

By order dated December 4, 1987 (HCAR No. 24515), which was amended

on January 11, 1988 (HCAR No. 24515-A) (``Amended Order''), EUA was

authorized to establish EEIC to participate in the development of

cogeneration and small power production facilities and to engage in

energy and energy conservation research. EUA also was authorized to

invest up to $25 million in EEIC, which itself was authorized to invest

up to $2 million in energy and energy conservation research. To date,

EEIC has invested about $1.85 million in energy and energy conservation

research.

EEIC now requests authorization to invest, through December 31,

1999, up to $5 million in energy and energy conservation research,

which funds it would acquire from the $25 million that the Amended

Order authorized EUA to invest in EEIC. EEIC contemplates that it will

engage in research relative to new generation technology, new

transformer efficiency and design, air quality management, and electric

vehicle development. The post-effective amendment states that any

acquisition of securities by EEIC or any subsidiary or affiliate of

EEIC using any or all of the research and development funds requested

will remain subject to Commission jurisdiction.

Central Power and Light Co., et al. (70-8327)

Central Power and Light Company (``CP&L''), 539 North Carancahua

Street, Corpus Christi, Texas 78401; Public Service Company of Oklahoma

(``PSCO''), P.O. Box 201, Tulsa, Oklahoma 74102; Southwestern Electric

Power Company (``SWEPCO''), 428 Travis Street, Shreveport, Louisiana

71101; and West Texas Utilities Company (``WTUC''), 301 Cypress Street,

Abilene, Texas 79601-5820, all of which are electric public utility

subsidiaries of Central and South West Corporation, a registered

holding company, have filed an application pursuant to Sections 9(a)

and 10 of the Act.

CP&L, PSCO, SWEPCO, and WTUC (``Applicants'') propose to engage in

meter reading, billing, and collecting services (``Services'') to non-

affiliate companies through December 31, 1997. The non-affiliate

companies include non-affiliated water, gas and electric utilities,

cooperatives, towns, cities, counties, water authorities and other

entities located in or closely adjacent to the service territories of

the Applicants.

In 1992, Tulsa, Oklahoma requested that PSCO assess whether it

would be feasible for PSCO to provide the Services on behalf of Tulsa.

PSCO has estimated that it will require nine or ten additional

employees to provide Tulsa with the Services. For the five year period

1994-1998, PCSO expects that the average annual revenues from the

Services will be about $534,000 and the average cost thereof--based on

annual bills of $534,000--will be about $493,000. Other Oklahoma cities

have expressed an interest in the Services through PSCO.

PSCO first proposes to conclude a contract with Tulsa. Second, PSCO

proposes to market the Services to other non-affiliate companies within

six months thereafter through PSCO employees responsible for customer

service, community relations, and business development as well as

through printed materials. PSO will market the Services tailored to

meet the customer requirements of non-affiliate companies.

The Applicants state that revenues and expenses from the Services,

which will be non-utility activities, will be accounted for in

accordance with accepted principles and will conform to the FERC

Uniform System of Accounts, 18 CFR part 101. The Applicants state they

believe that the Services can be provided with margins that would

provide them with positive cash flows. The Applicants state that the

Services would not be provided to non-affiliate companies for less than

cost.

Appalachian Power Company, et al. (70-8347)

Appalachian Power Company (``Appalachian''), 40 Franklin Road,

Roanoke, Virginia 24022, Columbus Southern Power Company

(``Columbus''), 215 North Front Street, Columbus, Ohio 43215, and Ohio

Power Company (``Ohio Power''), 301 Cleveland Avenue SW., Canton, Ohio

44702, all electric public-utility subsidiary companies of American

Electric Power Company, Inc., a registered holding company, have filed

a declaration under Section 12(c) of the Act and Rule 42 thereunder.

Appalachian, Columbus, and Ohio Power intend to issue and sell, in

one or more series through June 30, 1995 shares of their cumulative

preferred stock (``Stock'') up to $30 million (no par), $100 million

(par value $25 per share and/or $100 per share), and $85 million (par

value $25 per share and/or $100 per share), respectively, under Rule

52. If market conditions require, Applicants propose to include a

redemption provision and/or a sinking fund with their sale of the

Stock, and request authorization from the Commission to acquire or

redeem such Stock through the operation of such redemption provision

and/or sinking fund.

Should the Stock include a redemption provision, the Stock would

not otherwise be redeemable at the option of Applicants for a period

ending on a date occurring up to 15 years following the date of its

issuance. Alternatively, Applicants may provide in the terms of the

Stock that the Stock would not be redeemable at the option of

Applicants for a period of up to 15 years if the monies for such

redemption are obtained by Applicants through a borrowing or issuance

of stock at an effective interest rate or dividend cost to Applicants

of less than the dividend rate per annum of such Stock. After the

expiration of such non-redemption or non-refunding period, such Stock

may be redeemable at Applicants' option at a price per share equal to

the stated value thereof together with accrued dividends to the date of

redemption, plus 100% of the dividend rate, declining annually on a

straight-line or other formula basis until arriving at the stated value

thereof, and thereafter at the stated value thereof. Applicants state

that they will not exercise any right of redemption by using the

proceeds of any new issue of securities unless the estimated present

value savings (derived from the net difference between interest or

dividend payments on a new issue of comparable securities and on the

cumulative preferred stock to be redeemed) is, on an after-tax basis,

greater than the present value of all redemption and issuing costs,

assuming an appropriate discount rate.

Should the Stock be subject to a sinking fund, Applicants may be

required, after the expiration of a non-redemption or non-refunding

period, to annually redeem a number of the shares of the Stock equal to

between 5% and 20% of the number of shares of Stock initially issued.

In addition, Applicants may, at their option, redeem on any such date

an additional equivalent amount of Stock. The price of such shares

subject to the sinking fund would be the price per share equal to the

stated value thereof together with accrued dividends to the date of

redemption. The Stock also may be subject to a final balloon sinking

fund payment which would require Applicants to redeem at per share

equal to the stated value thereof, together with accrued dividends to

the date of redemption, a number of the shares of the Stock of up to

80% of the number issued.

CECo Holding Company (70-8353)

CECo Holding Company (``CECo''), 37th Floor, 10 South Dearborn

Street, P.O. Box 767, Chicago, Illinois 60690-0767, a wholly owned

subsidiary company of Commonwealth Edison Company (``Edison''), an

Illinois public-utility holding company exempt from registration under

section 3(a)(1) of the Public Utility Holding Company Act of 1935

(``Act'') by order and pursuant to rule 2, has filed an application

under sections 3(a)(1), 9(a)(2) and 10 of the Act in connection with

the proposed acquisition of all of the outstanding common stock of

Edison and, indirectly, Commonwealth Edison Company of Indiana, Inc.

(``Indiana Company''), an Indiana electric public-utility subsidiary

company of Edison.\1\

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\1\Edison is engaged in the production, purchase, transmission,

distribution, and sale of electricity in Illinois. It serves

approximately 3.3 million residential, commercial, and industrial

customers in an area of approximately 11, 540 square miles. Indiana

Company owns generation and transmission facilities in Indiana. It

is engaged primarily in the sale of electricity at wholesale to

Edison.

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CECo requests an order approving the proposed acquisition of

interests in Edison and Indiana Company under sections 9(a)(2) and 10,

and granting an exemption under section 3(a)(1) from all provisions of

the Act, except section 9(a)(2).

CECO's proposed acquisition of the common stock of Edison and the

Indiana Company (``Acquisition'') is part of a corporate restructuring

in which CECo will become a holding company over Edison. CECo states

that the proposed restructuring is intended to permit Edison affiliates

to engage in nonutility businesses in competition with other

unregulated companies while protecting Edison and its ratepayers.

CECo and its wholly owned subsidiary, CECo Merging Corporation

(``Merging Corp.''), were incorporated under Illinois law for the

purpose of carrying out the proposed restructuring. Neither CECo nor

Merging Corp. owns any utility assets or engages in any business.

Edison and the Indiana Company are ``electric utilities'' as defined in

section 2(a)(3) of the Act and ``public utilities'' as defined in

section 2(a)(5) of the Act.

Applicant proposes to accomplish the Acquisition through a merger

(``Merger'') of Edison and Merging Corp., with Edison as the surviving

corporation. As a result of the Merger, the common stock of Merging

Corp. owned by CECo would be converted into common stock of Edison; the

outstanding common stock of Edison would be converted, on a share-for-

share basis, into common stock of CECo; and Edison would become a

subsidiary of CECo.

CECo proposes that there will be no exchange of, or any change to,

the outstanding preferred and preference stock, warrants and debt of

Edison in connection with the restructuring. Following the

restructuring Edison preferred stock and warrants will continue to be

convertible into shares of Edison common stock, creating a possible

minority interest in Edison common stock.

CECo states that following the consummation of the Merger, it will

be a public-utility holding company entitled to an exemption under

section 3(a)(1) of the Act from all of the provisions of the Act,

except for section 9(a)(2), because it and each of its public utility

subsidiaries from which it derives a material part of its income will

be predominantly intrastate in character and will carry on their

businesses substantially within the State of Illinois. CECo states that

Indiana Company will not provide it with a material part of its income.

Following the Acquisition, Edison will remain a holding company exempt

from registration under section 3(a)(1.).

For the year ended December 31, 1992, Indiana Company represented

approximately 1.2% of Edison's consolidated operating revenues, 1.0% of

consolidated net income, 0.4% of consolidated net utility plant, and

0.6% of consolidated total assets.

Edison also has six wholly owned non-utility subsidiaries. All but

one, CECo Enterprises, Inc. (``CECo Enterprises''), will remain Edison

subsidiaries subsequent to the Acquisition. CECo Enterprises was

recently established by Edison to provide, through subsidiaries,

unregulated energy-related services to Edison's customers and others.

Following the Acquisition, Edison will transfer the stock of CECo

Enterprises to CECo.

Central and South West Corp. (70-8357)

Central and South West Corporation (``CSW''), 1616 Woodall Rodgers

Freeway, Dallas, Texas 75202, a registered holding company, has filed a

declaration under Sections 6(a) and 7 of the Act and Rule 50(a)(5)

thereunder.

CSW proposes to issue and sell up to 11 million shares of its

authorized and unissued Common Stock, par value $3.50 per share

(``Additional Common Stock''), as well as provide net proceeds to it of

approximately $300 million, in one or more issues from time-to-time

through December 31, 1996. CSW will issue and sell shares of Additional

Common Stock under the competitive bidding procedures of Rule 50 of the

Act, as modified, by the Commission's Statement of Policy Concerning

the Application of Rule 50 under the Public Utility Holding Company Act

of 1935, dated September 2, 1982 (HCAR No. 22623), or in negotiated

sales to underwriters pursuant to an exception from the competitive

bidding requirements of Rule 50 under subsection (a)(5).

As of December 31, 1983, CSW has common stock equity of $1.849

billion, consolidated total capitalization of $4.108 billion and

consolidated short-term debt of $110.3 million. As of December 31,

1993, CSW had common stock equity of $2.930 billion, consolidated

short-term debt of $110.3 million. As of December 31, 1993, CSW had

common stock equity of $2.930 billion, consolidated total

capitalization of $6.042 billion and consolidated short-term debt of

$769 million.

At December 31, 1993, CSW's consolidated capitalization ratios were

48.5% common stock equity; 5.8% preferred stock; and45.7% long-term

debt. In order to keep its capital ratios at the appropriate levels to

support its growth and to support the credit rating of its

subsidiaries' outstanding securities, CSW desires to issue the

Additional Common Stock.

CSW intends to apply the net proceeds from the sale of the

Additional Common Stock to reduce short-term debt. Although CSW's

current intention is to apply all net proceeds to reduce its short-term

debt, any proceeds not used for such purposes would be used for general

corporate purposes, including but not limited to capital contributions

to its subsidiaries, subject to further authorization by the

Commission.

CSW will not, however, use such proceeds, or any short-term

borrowing availability created by the repayment of short-term debt with

such proceeds to acquire the securities of or any interest in (1) any

exempt wholesale generators, as such term is defined in section 32(e)

of the Act (``EWG'') until such time as such investment shall be

approved by order or regulation of the Commission or (2) any foreign

utility companies, as such term is defined in section 33(a) of the Act

(``FUCO'') until such time as such investment shall be approved by

order or regulation of the Commission. Neither CSW nor any of its

subsidiaries has an ownership interest in an EWG or FUCO, and neither

CSW nor any of its subsidiaries is a party to a service, sales or

construction agreement with an EWG or FUCO.

CSW requests an exception from the competitive bidding requirements

of Rule 50 under subsection (a)(5) thereunder, and also requests

authority to enter into negotiations with potential underwriters with

respect to the timing, pricing and other terms and conditions

applicable to the Additional Common Stock, subject to receipt of the

order of the Commission requested authorizing the issuance and sale of

the Additional Common Stock. It may do so.

Central Power and Light Co. (70-8359)

Central Power and Light Company (``Company''), 539 N. Carancahua

Street, Corpus Christi, Texas, 78401-2431, an electric utility

subsidiary company of Central and South West Corporation, a registered

holding company, has filed an application-declaration under sections

6(a) 7, 9(a), 10 and 12(c) of the Act of Rules 42 and 50(a)(5)

thereunder.

The Company requests authority to issue and sell in one or more

series, through December 31, 1996, up to one million additional shares

of its authorized and unissued preferred stock, par value $100 per

share (``Additional Preferred Stock'') under the competitive bidding

procedures or, in the alternative, in a negotiated underwriting.

The Company proposes to sell the Additional Preferred Stock as

depositary preferred stock if market conditions at the time of issuance

and sale are such that preferred stock having an offering price other

than $100 per share is likely to have a better market reception than

preferred stock having an offering price of $100 per share. In an

offering of depositary preferred stock, the Company would issue and

sell Additional Preferred Stock to underwriters for deposit with a

Depositary. The underwriters would then receive from the Depositary,

and deliver to purchasers in a subsequent public offering, receipts

(``Depositary Receipts'') evidencing Depositary Preferred Shares, each

representing a proportional share of Additional Preferred Stock. Any

additional terms of such an arrangement would be established at the

time of the proposed issuance.

The Company requests the flexibility to set the terms and amount of

Additional Preferred Stock to be issued at the time of the issuance of

any series thereof. The terms of the Additional Preferred Stock may

include provisions for mandatory or optional redemption at various

prices and may include various restrictions on optional redemption for

a specified number of years. The exact terms of any redemption or

refunding restrictions would be determined at or about the time of sale

of the Additional Preferred Stock.

Further, the Company may include provisions for a sinking or

retirement fund for any series of the Additional Preferred Stock

designed to redeem annually, commencing a specified number of years

after the first day of the calendar month in which such series is

issued, a number of shares specified in such provision. Such provisions

may also give the Company the option to credit against any sinking fund

requirement shares of Additional Preferred Stock of that series

theretofore purchased or otherwise acquired by the Company and not

previously credited against any sinking fund requirement. Additionally,

any such sinking or retirement fund provision may give the Company the

option to redeem or purchase on an annual basis up to an additional

equivalent amount of the shares so retired pursuant to the sinking or

retirement fund requirement. The Company would not expect to determine

whether to include a sinking or retirement fund as part of the terms of

any series of the Additional Preferred Stock until at or about the time

of issuance and sale of such series.

The Company is requesting authority, for the period during which

any shares of the Additional Preferred Stock are outstanding to (1)

redeem shares of Additional Preferred Stock in accordance with any

mandatory or optional redemption provisions established in any series

of the Additional Preferred Stock, and (2) redeem (or purchase in lieu

of redemption) shares of Additional Preferred Stock in accordance with

any sinking or retirement fund provisions established in any series of

the Additional Preferred Stock.

The proceeds from the sale of the Additional Preferred Stock will

be applied to redeem, or reimburse the Company's treasury in connection

with the redemption of, all or a portion of one or more series of the

Company's outstanding preferred stock, including the Company's 10.05%

Preferred Stock, $100 par value and 8.72% Preferred Stock, $100 par

value (collectively, ``Old Preferred Stock'') at the then current

redemption prices, plus accrued and unpaid dividends, if any, to the

redemption date. Any net proceeds from the issuance of the Additional

Preferred Stock not used for the redemption of the Old Preferred Stock,

or reimbursement of the Company's treasury, will be used to repay

outstanding short-term borrowings that provide working capital or for

other general corporate purposes. In the event that the proceeds from

the sale of the Additional Preferred Stock are less than the amount

required to redeem the Old Preferred Stock, the Company will pay a

portion of the redemption price from internally generated funds or

available short-term borrowings pursuant to an order of the Commission

dated March 31, 1993 (HCAR No. 24777) (``Order'').

The Company will not redeem the Old Preferred Stock with the

proceeds from the sale of the Additional Preferred Stock unless the

estimated present value savings derived from the net difference between

dividend payments on a hypothetical new issue of preferred stock of a

structure comparable to the structure on the Old Preferred Stock is

greater, on an after-tax basis, than the present value of all

redemption, tendering and issuance costs, assuming a discount rate

based on the estimated dividend rate on the Additional Preferred Stock.

The Company is also requesting authority for the period during

which any shares of the Old Preferred Stock are outstanding to

repurchase, reacquire or redeem shares of the Old Preferred Stock. The

Company will pay for any such repurchase, reacquisition or redemption

from the proceeds of the issuance of debt securities approved by the

Commission or from internally generated funds or available short-term

borrowings as provided in the Order.

Public Service Company of Oklahoma (70-8363)

Public Service Company of Oklahoma (``PSO''), P.O. Box 201, Tulsa,

Oklahoma 74119-1212, an electric public-utility subsidiary company of

Central and Southwest Corporation, a registered holding company, has

filed an application under sections 9(a) and rule 51 thereunder.

PSO proposes to acquire certain electric distribution facilities

(``Facilities'') from the City of Clinton, Oklahoma (``Clinton'') for a

cash purchase price of $450,000. The Facilities consist of

approximately 890 utility poles, 9.4 circuit miles of underground

distribution line, 73 circuit miles of overhead distribution line, 230

transformers, 200 street light fixtures, 11 line switches and all

apparatus and appurtenances now comprising the electric distribution

system within the Clinton-Sherman Industrial Park in Clinton.

The Facilities are currently being leased to PSO under a lease

agreement dated June 26, 1972 for a term of twenty-five years. PSO

offered by letter dated December 15, 1993 to purchase the Facilities

for a cash purchase price of $450,000. The City of Clinton agreed to

these terms by ordinance effective on January 30, 1994.

The cash to be used to acquire the Facilities will come from PSO's

internally generated funds.

For the Commission, by the Division of Investment Management,

pursuant to delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 94-6325 Filed 3-17-94; 8:45 am]

BILLING CODE 8010-01-M