35-CERT

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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          In the matter of             :

  Central and South West Corporation   :       CERTIFICATE

                and                    :           OF

 Central and South West Services, Inc. :      NOTIFICATION

          File No.  70-9113            :

   (Public Utility Holding Company     :
    Act of 1935)
                                       :
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         This  Certificate  of  Notification  is filed by Central and South West
Corporation  ("CSW") and Central and South West Services,  Inc. ("CSW Services")
in connection with their Form U-1 Application/Declaration (File No. 70-9113), as
amended,  filed under the Public Utility Holding Company Act of 1935, as amended
(the  "Act"),   requesting  authority,   among  other  things,  to  implement  a
stockholder  rights plan (the "Plan") and enter into a related Rights  Agreement
between CSW and CSW  Services,  as Rights  Agent,  dated as of December 22, 1997
(the  "Rights  Agreement").  Pursuant  to the  Plan,  CSW  declared  a  dividend
distribution of one right ("Right") for each outstanding  share of common stock,
$3.50 par value per share, of CSW ("Common  Stock") to stockholders of record at
the close of business on January 6, 1998. In addition, each holder of a share of
Common Stock  issued after the record date is similarly  entitled to receive one
Right for each such  share.  Each Right  initially  (i)  entitles  the holder to
purchase  from CSW  one-tenth  of a share of Common  Stock at a price of $50 per
whole share of Common  Stock,  subject to  adjustment,  (ii) is evidenced by the
certificates for shares of Common Stock and (iii) is only  transferable with the
Common Stock.

         The  Rights  Agreement,  as  executed,  is  incorporated  as an Exhibit
hereto.

         The   foregoing   transactions   as   described   above   and   in  the
Application/Declaration  have been carried out in accordance  with the terms and
conditions of and for the purposes  represented by the  Application/Declaration,
and the Order  issued by the  Securities  and Exchange  Commission  with respect
thereto on January 9, 1998.






                                               



                                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 companies have duly caused this document to
be signed on their behalf by the undersigned thereunto duly authorized.



                             Central and South West Corporation


                             By:/s/ WENDY G. HARGUS
                                    TREASURER





                             Central and South West Services, Inc.



                             By:/s/ WENDY G. HARGUS
                                    TREASURER



Dated:  January 9, 1998







                                  EXHIBIT INDEX




  Exhibit Number                            Exhibit


     1                   Past-Tense Opinion of Counsel (Exhibit F-2 to the 
                         Application/Declaration)

     2                   Rights   Agreement   between   CSW   and  CSW
                         Services,   as  Rights  Agent,  dated  as  of
                         December  22,  1997,  which  is  filed  as an
                         Exhibit to CSW's  Current  Report on From 8-K
                         dated  December  22,  1997  and  incorporated
                         herein by reference

EX-5

                                                                  Exhibit 1

                          [Sidley & Austin Letterhead]







                                 January 9, 1998



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                  Re:      Central and South West Corporation
                           SEC File Number 70-9113

Ladies and Gentlemen:

         We have acted as special counsel for Central and South West Corporation
("CSW") and Central and South West Services, Inc. ("CSW Services") in connection
with  their  Form U-1  Application/Declaration  (File No.  70-9113),  as amended
("Declaration"),  filed with the Securities and Exchange Commission ("SEC") with
respect to the proposed transactions described therein (the "Transactions").  In
the Declaration authority is requested for, among other things, CSW to implement
a stockholder  rights plan ("Plan") and to enter into a related Rights Agreement
("Agreement") with CSW Services, as Rights Agent. An Order was issued by the SEC
with respect to the Transactions on December 19, 1997.

         Pursuant to the Plan, the board of directors of CSW declared a dividend
distribution of one right ("Right") for each outstanding  share of common stock,
$3.50 par value per share, of CSW ("Common  Stock") to stockholders of record at
the close of business on January 6, 1998. In addition, each holder of a share of
Common Stock issued after the record date would similarly be entitled to receive
one Right for each such share. Each Right would initially (i) entitle the holder
to purchase  from CSW one one-tenth of a share of Common Stock at a price of $50
per whole share of Common Stock (the "Purchase Price") (equivalent to $5 per one
one-tenth of a share of Common Stock), subject to adjustment,  (ii) be evidenced
by the  certificates  for shares of Common Stock and (iii) only be  transferable
with the Common Stock.

         Separate  certificates  evidencing  the Rights  would be issued to such
holders of Common Stock a specified time after (i) a person or affiliated  group
acquires the  ownership  of 15% or more of the voting  power of the  outstanding
voting  securities of CSW (an "Acquiring  Person") or (ii) the announcement of a
tender  offer or exchange  offer which  would  result in a person or  affiliated
group becoming an Acquiring  Person.  Once a person or affiliated  group obtains
beneficial  ownership  of 15% or more of the  voting  power  of the  outstanding
voting  securities of CSW, the holder of a Right (except the Acquiring Person or
its successors and assigns) would be able to receive,  upon exercise and payment
of the Purchase Price,  Common Stock or other assets having a value equal to two
times  the  Purchase  Price.  Alternatively,  the CSW  board  has the  option to
exchange the outstanding  Rights for shares of Common Stock at an exchange ratio
of one share of Common Stock per Right. The terms and conditions of the Plan are
as described in more detail in the Declaration.

         In connection with this opinion,  we have examined originals or copies,
certified or otherwise  identified to our  satisfaction,  of such records of CSW
and such other documents, certificates and corporate or other records as we have
deemed necessary or appropriate as a basis for the opinions set forth herein. In
our  examination,  we have assumed the genuineness of all signatures,  the legal
capacity of all persons,  the  authenticity of all documents  submitted to us as
originals,  the conformity to original documents of documents submitted to us as
certified or photostatic  copies and the  authenticity  of the originals of such
copies.  As to various questions of fact material to such opinions we have, when
relevant facts were not independently  established,  relied upon certificates by
officers of CSW and other  appropriate  persons and statements  contained in the
Declaration.

         Based on the foregoing,  and subject to the  assumptions and conditions
set  forth  herein,  and  having  regard to legal  considerations  which we deem
relevant, we are of the opinion that:

                  1. All state laws  applicable  to the  Transactions  have been
         complied with;  however, we express no opinion as to the need to comply
         with state blue sky laws.

                  2. CSW is validly organized and duly existing.

                  3. The  Rights  issued to holders of record on January 6, 1998
         have been, and Rights  thereafter  issued in accordance with the Rights
         Agreement in connection with subsequent valid issuances of Common Stock
         will be,  validly issued and the holders of the Rights will be entitled
         to the  rights and  privileges  appertaining  thereto  set forth in the
         Rights Agreement.

                  4. The shares of Common  Stock,  when  issued  pursuant to the
         Plan, will be validly  issued,  fully paid and  nonassessable,  and the
         holders of such shares  will be  entitled to the rights and  privileges
         appertaining  thereto set forth in the certificate of  incorporation of
         CSW.

                  5. The consummation of the  Transactions  will not violate the
         legal  rights of the  holders  of any  securities  issued by CSW or any
         associate company thereof.

                  6. The  Transactions  have been carried out in accordance with
the Declaration.

         We hereby  consent to the use of this  opinion in  connection  with the
Declaration.


                                                   Very truly yours,

                                                   /S/ SIDLEY & AUSTIN