File No. 70-9119

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               AMENDMENT NO. 5 TO

                        FORM U-1 APPLICATION-DECLARATION

                                    UNDER THE

                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                        --------------------------------

                       CENTRAL AND SOUTH WEST CORPORATION
                          1616 Woodall Rodgers Freeway
                                 P.O. Box 660164
                               Dallas, Texas 75266

                            CSW ENERGY SERVICES, INC.
                          1616 Woodall Rodgers Freeway
                                 P.O. Box 660164
                               Dallas, Texas 75266

               (Name of company filing this statement and address
                         of principal executive office)
                        ---------------------------------

                       CENTRAL AND SOUTH WEST CORPORATION

                 (Name of top registered holding company parent)
                        ---------------------------------

                                 Wendy G. Hargus
                                    Treasurer
                       Central and South West Corporation
                          1616 Woodall Rodgers Freeway
                                 P.O. Box 660164
                            Dallas, Texas 75266-0164

                              Joris M. Hogan, Esq.
                         Milbank, Tweed, Hadley & McCloy
                             1 Chase Manhattan Plaza
                            New York, New York 10005

                   (Names and addresses of agents for service)





                                                   

                  Central  and  South  West  Corporation   ("CSW"),  a  Delaware
corporation  and a registered  holding  company under the Public Utility Holding
Company Act of 1935,  as amended  (the  "Act"),  and CSW Energy  Services,  Inc.
("Services" and, together with CSW, the  "Applicants"),  a Delaware  corporation
and a  wholly-owned  subsidiary of CSW,  hereby file this  Amendment No. 5 (this
"Amendment") to the Form U-1 Application in File No. 70-9119 (the "Application")
for the purpose of amending and  restating in its  entirety the  Application  to
amend the structure  through which the Applicants  will conduct the EV Business,
as described herein.  The Applicants request authority to (a) permit Services to
engage in the business of marketing,  selling,  leasing and renting to consumers
electric  bicycles,  electric  tricycles,   electric  skateboards  and  electric
scooters  ("Electric  Vehicles" or "EVs"),  as well as retrofit  kits to convert
traditional bicycles to electric bicycles, each of which is described in Exhibit
1 attached hereto (collectively referred to herein as "EV Sales & Leasing"); (b)
permit   Services  to  provide   financing  to,  or  guarantee   borrowings  by,
creditworthy  commercial and non-commercial  customers other than individuals in
connection  with  their  purchase  or lease of EVs  ("EV  Customer  Financing"),
utilizing  funds borrowed from CSW, as described  herein;  and (c) permit CSW to
fund the management,  operation and  administrative  costs of the EV Business by
making loans to Services from time to time,  and CSW to provide  guarantees  and
other credit  support on behalf of  Services,  and to finance the EV Business by
making loans and providing guarantees and other credit support to commercial and
institutional  customers through Services up to an aggregate amount  outstanding
at any time of $25 million,  as described herein ("EV Business  Financing",  and
together with EV Sales & Leasing and EV Customer Financing,  the "EV Business").
Applicants  request  authority to engage in the EV Business through December 31,
2003. Item 1. Description of Proposed Transaction.

                  EV Sales & Leasing.

                  As part of their effort to increase the demand for electricity
and to prepare for retail  competition,  the Applicants  propose to engage in EV
Sales & Leasing and EV Customer Financing to promote the development of Electric
Vehicles as viable  alternative energy vehicles and the creation of a market for
such  Electric  Vehicles.  Specifically,  Services  proposes  to  engage  in the
business of marketing,  selling, leasing and renting to consumers those electric
bicycles, electric tricycles,  electric skateboards and electric scooters, which
are  described  in Exhibit 1 attached to this  Amendment.  Services  proposes to
provide such EV Sales & Leasing activities to sporting equipment stores, bicycle
shops, non-commercial entities such as universities and government organizations
and, on a smaller scale, to individuals via the Internet.  In connection with EV
Sales & Leasing,  CSW proposes to provide EV Business Financing through Services
to support the  purchase  of Electric  Vehicles  and  thereby  encourage  public
utilization of Electric Vehicles for transportation. CSW intends to finance such
EV Business  Financing  through  the use of its  external  short-term  borrowing
program (See HCAR No. 26254,  March 21, 1995;  HCAR No.  26697,  March 28, 1997;
HCAR No. 26854, April 3, 1998).
                  By increasing the  availability of Electric  Vehicles  through
their sales and financing efforts, the Applicants hope to aid in the advancement
of new  electro-technologies and the use of electricity as an alternative source
of fuel for vehicles. Electric Vehicles offer customers a functional,  efficient
and affordable  method of using electricity as a fuel source.  For example,  the
sale of  electric  bicycles  which are  equipped  with,  and may be  powered  by
rechargeable  batteries,  the most  developed  market of the  Electric  Vehicles
included in this Amendment,  may either be pedaled like a normal bike or powered
by  a  rechargeable   battery.   Electric   bicycles  also  feature  the  latest
technological   innovations,   including   advanced   batteries   with  improved
performance and  weight/energy  densities and new solid state control  circuits.
With the assistance from the Applicants described in this Amendment,  Applicants
expect to facilitate  further  development  of new  technologies  to improve the
overall  efficiency,  performance and cost to customers of electric bicycles and
other Electric Vehicles.
                  The Applicants  also anticipate that the marketing and sale of
new technologies  associated with the Electric  Vehicles will increase  customer
awareness of other  potential uses of  electricity,  resulting in an increase in
overall  demand for electric  service,  both within the states in CSW's  service
areas   and  in   surrounding   regions.   CSW  has   four   operating   company
subsidiaries--Public  Service Company of Oklahoma,  Southwestern  Electric Power
Company,  West Texas Utilities and Central Power & Light Company (the "Operating
Companies")--which  service portions of Texas, Oklahoma,  Louisiana and Arkansas
(the "Service Areas").  The promotion of a new market for Electric Vehicles will
spur demand for electricity  and help the Operating  Companies make a successful
transition  from a regulated  industry to a competitive  one. EV Sales & Leasing
activities  are also  expected to enhance  CSW's name  recognition  and customer
loyalty.
                  In addition,  the Applicants  request  authority to facilitate
the  sale of a  "critical  mass"  of  Electric  Vehicles  through  the use of EV
Customer   Financing  to   creditworthy   non-commercial   entities  like  large
universities   and   government   organizations.   Applicants   will  check  the
creditworthiness  of such  non-commercial  entities  by  requesting  information
concerning the size of a university's  endowment available to support operations
and the credit-rating of state and local government entities that seek financing
from Applicants. The Applicants believe that EV Customer Financing will expedite
the growth of ownership and use of EVs and increase public  familiarity with the
new electro-technologies associated with them. EV Customer Financing provided by
Services may take the form of guarantees,  capital leases,  operating  leases or
promissory notes with terms of one to five years, with pricing to be competitive
with that  readily  available in the market for similar  financial  instruments.
Loans made by Services  directly or, with respect to which Services is providing
a guarantee,  will have an average annual interest rate not to exceed prime plus
7%. Such loans may be unsecured or secured by a lien or other security  interest
in the Electric  Vehicle or other real or personal  property  other than utility
assets.  The  Applicants  expect that most of the EV Customer  Financing will be
placed by Services with third party lenders and leasing companies.
                  Scope of EV Business.
                  The Applicants request that they be permitted to engage in the
EV Business both within the Service Areas of the CSW Operating  Companies and in
all  other  areas  of the  United  States  (the  "Target  Market").  During  the
twelve-month  period beginning on the first day of January in the year following
the date the Applicants commence the EV Business pursuant to the approval of the
Commission, and for each subsequent calendar year thereafter,  total revenues of
Services derived from the EV Business in the states comprising the Service Areas
will exceed total revenues of Services derived from the EV Business in all other
states.
                  Services  proposes  to engage  in EV Sales & Leasing  directly
with sporting equipment stores,  bicycle shops and non-commercial  entities such
as  universities  and  government  organizations,  in each  case,  in the Target
Market.  The  Applicants  also  propose  to  create  a  computer  web  page  for
informational viewing by and sales to the general public. The Applicants propose
to offer EV Customer Financing to non-commercial  entities, such financing to be
on the terms and conditions set forth above.
                  The Applicants  propose to engage in EV Sales & Leasing and EV
Customer  Financing through Services.  The Applicants will treat the EV Business
as a separate  cost and  revenue  center for  accounting  purposes.  Profits and
losses will be absorbed by investors of Services.  Services  proposes to provide
EV Customer  Financing  utilizing funds borrowed from CSW, as described  herein.
CSW  proposes to provide EV Business  Financing to Services by making loans from
time to time to Services  through December 31, 2002, with maturity no later than
December  31, 2003.  Such loans will bear an interest  rate that does not exceed
the prime  rate in effect on the date of the loan at a bank  designated  by CSW,
and will be evidenced by a note payable to CSW.  These funds would be designated
for specific use by Services in support of the EV Business. CSW further proposes
to  guarantee or to act as surety on bonds,  indebtedness  and  performance  and
other  obligations  undertaken by Services in  connection  with its EV Business.
Such guarantees or arrangements  may be made from time to time through  December
31,  2002,  and will expire or terminate  no later than  December 31, 2003.  The
total amount of all loans and guarantees for which  authorization is sought will
not exceed $25 million at any time outstanding. CSW will obtain funds to finance
the EV Business through use of its external  short-term  borrowing  program (See
HCAR No. 26254,  March 21, 1995; HCAR No. 26697, March 28, 1997; HCAR No. 26854,
April 3, 1998).
                  The   Applicants   state  that   Services   currently  has  an
insufficient  staff to engage in the EV Business as described in this  Amendment
and  will  hire  outside  individuals  or  firms  to  conduct  the  EV  Business
activities.  Such hiring will be done on a contract basis, and such persons will
be deemed  independent  contractors of Services.  Such  independent  contractors
shall be paid by Applicants through  commissions only and will receive no salary
or  employee  benefits  from  Applicants.  Through  the date of this  Amendment,
Applicants  have executed two  agreements  with  manufacturers  and suppliers of
Electrical Vehicles pursuant to which Applicants have the right to market, sell,
lease and rent Electric Vehicles in several states within the Target Market.
                  The  Applicants  will file  certificates  pursuant  to Rule 24
under the Act  within 60 days  after the end of each  calendar  quarter  setting
forth the following information:  (1) the dollar amount of revenues from each of
EV Sales & Leasing and EV Customer  Financing  during the  quarter,  including a
separate  calculation  of dollar  amount  revenues  from the EV  Business in the
states  comprising  the Service Areas and in all other states;  (2) the type and
dollar amount of any EV Business  Financing by CSW in support of the EV Business
during  the  quarter;  (3)  the  aggregate  outstanding  amount  of EV  Customer
Financing  as of the end of the quarter;  and (4) with  respect to Services,  an
unaudited  profit and loss statement for the quarter and a statement of accounts
as of the end of the  quarter  for the EV  Business.  The  Applicants  will also
provide a description of any State utility commission findings concerning the EV
Business  or  related  transactions  and will  file as  exhibits  copies  of all
applications  to, or orders issued by, State utility  commissions  pertaining to
the EV Business or related transactions. Item 2. Fees, Commissions and Expenses.
                  An estimate of the fees and expenses to be paid or incurred by
the Applicants in connection  with the proposed  transactions  set forth in this
Amendment is set forth below:
                                                                      Amount
         Counsel fees:
                  Milbank, Tweed, Hadley & McCloy
                  New York, New York.................................$15,000

         Miscellaneous and incidental expenses
                  including travel, telephone and
                  postage.............................................$1,000

Total................................................................$16,000
                                                                      ======
Item 3...Applicable Statutory Provisions.
     Sections  6(a), 7, 9(a), 10, 11 and 12(b) of the Act and Rule 54 thereunder
are or may be applicable to the transactions proposed in this Amendment. Section
9(a) of the Act makes  unlawful the  acquisition by a subsidiary of a registered
holding  company of "any securities . . . or any other interest in any business"
without the prior  approval of the  Commission  under  Section 10. Under Section
10(c)(1),  the  Commission  may not approve an  acquisition of securities or any
other interest in any business if the proposed  acquisition is  "detrimental  to
the carrying out of the provisions of Section 11." Under Section  11(b)(1),  the
Commission  must limit the  operations of public utility  holding  companies and
their  subsidiaries to such other  businesses as are reasonably  incidental,  or
economically  necessary  or  appropriate,  to the  operations  of an  integrated
public-utility  system. The Commission may permit as reasonably  incidental,  or
economically  necessary  or  appropriate,  to the  operations  of  one  or  more
integrated  public-utility  systems the retention of an interest in any business
(other  than  the  business  of a  public-utility  company  as such)  which  the
Commission shall find necessary or appropriate in the public interest or for the
protection  of  investors  or  consumers  and  not  detrimental  to  the  proper
functioning of such system or systems.
     The proposed  establishment  of an EV Business  satisfies  the  two-pronged
"functional  relationship"  test  of  Section  11  as  articulated  in  Michigan
Consolidated Gas Co. v. SEC, 444 F.2d 913 (D.C. Cir. 1971), a case often used by
the Commission in applying  Section  11(b)(1) of the Act. Under the  "functional
relationship" test, an integrated public-utility system may acquire or retain an
interest in another  business  if (i) the  additional  business  is  "reasonably
incidental or economically  necessary or appropriate" to the integrated  system,
and (ii) the  retention of the  additional  business is in the public  interest.
Michigan  Consolidated at 916. The Applicants'  engagement in the EV Business is
reasonably incidental and economically  appropriate to the core business of CSW,
namely  the  generation,   distribution   and  transmission  of  electricity  to
customers.  The  Applicants  will use their  staff,  facilities,  knowledge  and
expertise helping to create and maintain a market for Electric  Vehicles,  which
Applicants believe will increase demand for electricity--the very heart of CSW's
business.
     The  Applicants'  proposal  represents an integrated  effort to open a new,
potentially  large  market  for  electricity   consumption  by   commercializing
cutting-edge   electro-technology  in  Electric  Vehicles.   Additionally,   the
Applicants'  indirect  participation in the  manufacturing and promotion of more
efficient electro-technologies in connection with Electric Vehicles enhances the
possibility for new uses of electricity in the future.  Moreover,  entrance into
the EV Business may ease the transition of Operating Companies into the world of
electric  service  competition by creating a new way in which customers may take
advantage of the electricity  services offered by the CSW system. The Applicants
also hope to create  enhanced brand  identification  and loyalty for CSW and its
Operating  Companies through EV Sales & Leasing,  which Applicants  believe will
support the CSW system as it moves into a competitive marketplace.
     The  Applicants  believe  that  they  need to be able to sell and lease EVs
directly  because  no current  participant  in the  transportation  market has a
strong   incentive   to   vigorously   promote  the  EV  Business  and  the  new
electro-technology  associated with it. Indeed,  the EV Business might be viewed
as  disruptive  to the  existing  transportation  market  due  to the  potential
displacement  of existing  primary  businesses of current  market  participants.
Electric utilities have been identified by Electric Vehicle manufacturers,  such
as ZAP ("Zero Air Pollution") Power Systems, as their natural partners in the EV
Business  because of the potential for higher long-term  electricity  demand and
enhanced brand identification for the participating electric utility.
     Public  policy  also  supports  Applicants  in their  bid to  enter  the EV
Business.  In  accordance  with the aims of Congress,  as embodied in the Energy
Policy Act of 1992, the Applicants' proposed EV Business is designed to actively
encourage the use of electricity as an alternative to conventional fuel sources,
which are often both harmful to the environment and of finite supply. See Energy
Policy Act of 1992, 42 USCS ss.13201,  et. seq. (West Supp 1997) (advocating and
encouraging  use of  alternative  fuels  and  alternative  fuel  vehicles).  The
proposed EV Business is aimed at making  Electric  Vehicles more  affordable and
easily accessible to the public, so that the environmental  benefits of Electric
Vehicles  over  conventional  fuels and  vehicles can be realized by the public.
Indeed,  the EVs  produced by ZAP Power  Systems are  designed to  significantly
reduce air pollution.  See also,  Energy Policy Act of 1992, 42 USCS ss.ss.13212
and 13235,  (West Supp 1997) (mandating  federal use of alternative fuel vehicle
fleets and  funding  state  programs to  encourage  EV use).  Additionally,  CSW
customers and investors will benefit  because  Applicants'  entrance into the EV
Business will assist CSW Operating  Companies in  transitioning to a competitive
market and will create jobs for the economy. See Executive Order No. 12844, Apr.
21, 1993, 50 F.R. 21885, as amended,  Executive Order No. 12974, Sept. 29, 1995,
60 F.R. 51875 (stating that the use of alternative  fuels and  alternative  fuel
vehicles increases domestic economic activity and stimulates job creation).
     As originally proposed, Rule 58, paragraph (b)(1)(iii), would have exempted
from Section 9(a) of the Act the sale of Electric  Vehicles,  but the Commission
chose to exclude the sale of EVs because it had not yet approved such activities
by order. The Commission's  initial inclusion of EVs, however,  suggests that it
views the activities as logically connected to the core business of a registered
holding  company system,  even though such  activities were eventually  excluded
from the rule for procedural  reasons  related to the statutory  provision under
which the rule was promulgated.
     In  addition,  the  Applicants'  proposal  to conduct EV Sales & Leasing is
comparable  to the  proposal by  Consolidated  Natural  Gas  Company  ("CNG") to
finance  customers'  purchases of equipment  within and outside of the states of
its service area to promote new natural gas  technologies  and enable the use of
natural gas as an alternative  fuel,  which the Commission  approved by order in
HCAR No. 26234 (Feb. 23, 1995) (File No.  70-7508) (the "First CNG Order").  The
Commission  determined that CNG's proposed  activities  satisfied the functional
relationship  test because the activities  encouraged the sale of energy through
the  development,  promotion  and  financing  of gas or electric  appliances  or
equipment that had not yet received  widespread  public  acceptance and promoted
competition of electricity and gas with other types of fuel.
     Similarly,  the Commission  authorized General Public Utilities Corporation
("GPU") to make an investment in a company that promoted and marketed electrical
equipment  employing a new "vortex fan." See HCAR No. 15184 (Feb. 9, 1965) (File
No.  70-4239)  (the "GPU  Order")  (cited by CNG in the First CNG Order).  GPU's
primary  justification  for its investment was its belief that the use of vortex
fans in electrical  products  would  significantly  increase the  consumption of
electricity  both within and outside the service area of the GPU system and that
the encouragement of the use of electricity is functionally  related to the core
business of the GPU system.
     The  Commission  also granted CNG  authority to (1) buy and resell or lease
natural gas conversion equipment,  (2) install and maintain conversion equipment
and provide  training with respect to such equipment and (3) design,  construct,
own,  lease,  sell and maintain  refueling  stations and provide  training  with
respect to such  stations.  See CNG,  HCAR No.  25615 (Aug.  27, 1992) (File No.
70-7845) (the "Second CNG Order").  The rationale  behind each of the CNG Orders
and the GPU Order applies equally to the Applicants' proposed EV Sales & Leasing
activities and supports favorable action by the Commission.
     EV Customer  Financing is similar in purpose,  terms and  conditions to the
financing  offered by CNG and approved by the Commission in the First CNG Order.
In that order,  CNG was authorized to finance  customer  purchases of equipment,
either through loans or guarantees of loans,  to promote new  technologies  that
used natural gas or enabled the use of natural gas as an alternative fuel.
Rule 54
     No  proceeds  from  the  proposed  transactions  will be used by CSW or any
subsidiary  thereof for the direct or indirect  acquisition of an interest in an
exempt  wholesale  generator,  as defined in Section 32 of the Act, or a foreign
utility company,  as defined in Section 33 of the Act. Rule 54 promulgated under
the Act states  that in  determining  whether to approve  the issue or sale of a
security by a registered holding company for purposes other than the acquisition
of an EWG or a FUCO, or other transactions by such registered holding company or
its subsidiaries  other than with respect to EWGs or FUCOs, the Commission shall
not  consider  the effect of the  capitalization  or earnings of any  subsidiary
which is an EWG or a FUCO upon the  registered  holding  company system if Rules
53(a), (b) and (c) are satisfied.  As set forth below, all applicable conditions
set forth in Rule 53(a) are, and,  assuming the consummation of the transactions
proposed herein, will be, satisfied and none of the conditions set forth in Rule
53(b)  exist or will  exist as a result  of the  transactions  proposed  herein,
thereby satisfying such provision and making Rule 53(c) inapplicable.
     CSW's  "aggregate  investment"  (as defined under Rule 53(a) of the Act) in
EWGs and FUCOs as of June 15,  1998 was  approximately  $912  million,  or about
49.98% of $1,825 million,  CSW's average consolidated  retained earnings for the
four  quarterly  periods ended March 31, 1998. CSW thus satisfies Rule 53(a)(1).
CSW will  maintain  and make  available  the books and records  required by Rule
53(a)(2). No more than 2% of the employees of CSW's operating subsidiaries will,
at any one time,  directly or indirectly,  render  services to an EWG or FUCO in
which CSW directly or indirectly owns an interest, satisfying Rule 53(a)(3). And
lastly,  CSW will submit a copy of Item 9 and Exhibits G and H of CSW's Form U5S
to each of the public service  commissions  having  jurisdiction over the retail
rates of CSW's operating utility subsidiaries,  satisfying Rule 53(a)(4). To the
extent that any other  sections  of the Act may be  applicable  to the  proposed
transactions, the Company hereby requests appropriate authority thereunder.
Item 4. .Regulatory Approval.

     No federal or state regulatory  authority,  other than the Commission under
the Act, has any jurisdiction over the proposed transactions.

Item 5...Procedure

     The Applicants respectfully request that the Commission issue no later than
June 19, 1998 the  requisite  notice under Rule 23 with respect to the filing of
this  Amendment,  such notice to specify a date not later than July 24, 1998, as
the date after which an order granting and  permitting  this Amendment to become
effective may be entered by the Commission  and the  Commission  enter not later
than July 27, 1998, an appropriate  order granting and permitting this Amendment
to become effective.

     No  recommended  decision  by a hearing  officer  or any other  responsible
officer of the Commission is necessary or required in this matter.  The Division
of Investment  Management of the Commission may assist in the preparation of the
Commission's  decision in this matter.  There should be no 30-day waiting period
between  the  issuance  and  the  effective  date  of any  order  issued  by the
Commission in this matter; and it is respectfully  requested that any such order
be made effective immediately upon the entry thereof.

Item 6...Exhibits and Financial Statements.


          Exhibit 1 - EV Descriptions.

         Exhibit 2 -  Preliminary Opinion of Milbank, Tweed, Hadley & McCloy, 
                      counsel to the Applicants.

         Exhibit 3 -  Financial Statements of each of the Applicants per books 
                      and pro forma, as of March 31, 1998.

         Exhibit 4 - Proposed Notice of Proceeding.




                                S I G N A T U R E

                  Pursuant to the  requirements  of the Public  Utility  Holding
Company Act of 1935, as amended,  each of the  undersigned  Applicants have duly
caused this document to be signed on their behalf by the  undersigned  thereunto
duly authorized.
                  Dated:  August 24,1998

                                    CENTRAL AND SOUTH WEST CORPORATION
                                    CSW ENERGY SERVICES, INC.


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






                                INDEX OF EXHIBITS

EXHIBIT                                                         TRANSMISSION
NUMBER                     DESCRIPTION                              METHOD

     1            EV Descriptions.(previously filed).               --

     2            Preliminary Opinion of Milbank, Tweed,            --
                  Hadley & McCloy, counsel to the
                  Applicants.(previously filed).

     3            Proposed Notice of Proceeding.                    --
                  (previously filed).

     4            Financial Statements of each of                   --
                  the Applicants per books and pro
                  forma, as of March 31, 1998
                  (previously filed).