SC 13E4/A

                     SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------

                                 AMENDMENT NO. 2
                                       to
                                 SCHEDULE 13E-4
                          ISSUER TENDER OFFER STATEMENT
                 (Pursuant to Section 13(e)(1) of the Securities
                              Exchange Act of 1934)
                              ---------------------

                         CENTRAL POWER AND LIGHT COMPANY
                                (Name of Issuer)

                       CENTRAL AND SOUTH WEST CORPORATION
                        (Name of Person Filing Statement)

      Title                                                         CUSIP
Central Power and Light Company,
 Cumulative Preferred Stock
    - 4.20% Series                                                155033 20 2
    - 4.00% Series                                                155033 10 3

                         (Title of Class of Securities)
                       (CUSIP No. of Class of Securities)

                                 Wendy G. Hargus
                                    Treasurer
                       Central and South West Corporation
                          1616 Woodall Rodgers Freeway
                            Dallas, Texas 75202-1234
                                 (214) 777-1000

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications
                    on Behalf of the Person Filing Statement)

                                   May 7, 1997
                               (Date of Amendment)

                            Calculation of Filing Fee

    Transaction Valuation*                                 Amount of Filing Fee
         $11,561,250                                            $2,313





    *Solely for purposes of calculating the filing fee and computed pursuant
to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule
0-11(b)(1) thereunder, the transaction value equals the total amount of funds,
excluding fees and other expenses, required to purchase all outstanding shares
of each class of securities listed above pursuant to the Offer described in the
Offer to Purchase and Proxy Statement filed as an Exhibit hereto.

[ X ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.

Amount Previously Paid:  $2,313
Form or Registration No.:  Schedule 13E-4
Filing Party:  Central and South West Corporation
Date Filed:  March 18, 1997

         This Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated March 18, 1997, as amended,
filed by Central and South West Corporation, a Delaware corporation ("CSW"),
relating to its offer to purchase any and all outstanding Shares of 4.20% Series
and 4.00% Series Cumulative Preferred Stock of Central Power and Light Company,
a Texas corporation and wholly owned subsidiary of CSW ("CPL"), upon the terms
and subject to the conditions set forth in the Offer to Purchase and Proxy
Statement, dated March 18, 1997 (the "Offer to Purchase"), and in the related
Letter of Transmittal and Proxy for each series (which together constituted the
"Offer"), copies of which are attached as Exhibit 99.(a)(1) and 99.(a)(2) to the
Statement.

         Only those items of the Statement that are amended and supplemented
hereby are included herein. Unless otherwise defined herein, all capitalized
terms shall have the respective meanings ascribed to them in the Statement.

Item 1.  Security and Issuer

         Item 1 of the Statement is hereby amended and supplemented by adding
thereto the following:

         (b)(i) The Offer expired at 10:00 a.m., Central Time, on April 28, 1997
in accordance with its terms. On May 1, 1997, CSW purchased the Shares validly
tendered pursuant to the Offer by depositing the aggregate purchase price
therefor with the Depositary. The Shares so purchased, and purchase price
therefor, for each Series of Preferred are as follows:








                                     Shares
Series of Preferred                Purchased                  Purchase Price

4.20% Series                         57,424                   $4,042,075.36
4.00% Series                         57,939                   $3,639,727.98

         Total                      115,363                   $7,681,803.34

         A press release issued by CSW and CPL announcing the results of the
Offer and the proxy solicitation is attached hereto as Exhibit 99.(a)(15).

Item 2.  Source and Amount of Funds or Other Consideration.

                  Item 2 of the Statement is hereby amended and supplemented by
adding thereto the following:

                  The total amount required by CSW to purchase the Shares
pursuant to the Offer was $7,681,803.34, excluding fees and other expenses. CSW
paid the purchase price to The Bank of New York, as Depositary, on May 1, 1997
using funds borrowed pursuant to its commercial paper program.

Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or
Affiliate.

                  Item 3 of the Statement is hereby amended and supplemented by
adding thereto the following:

                  The Shares purchased by CSW pursuant to the Offer were
subsequently sold to CPL and will be retired and canceled. As a result thereof,
CPL will have a total of 17,476 Shares of the 4.20% Series and 42,061 Shares of
the 4.00% Series outstanding.

Item 9.  Material to be Filed as Exhibits

         Exhibit No.                Description

         99.(a)(15)                 Press Release, dated April 29, 1997.







                             SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:  May 7, 1997

                                         Central and South West Corporation


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

EX-99

FOR IMMEDIATE RELEASE

CENTRAL AND SOUTH WEST CORPORATION ANNOUNCES RESULTS OF
TENDER OFFERS FOR SHARES OF CENTRAL POWER AND LIGHT COMPANY AND
WEST TEXAS UTILITIES COMPANY APPROVE ARTICLES AMENDMENT
AT SPECIAL MEETING

     Dallas, Texas (April 29, 1997), Central and South West Corporation (CSW)
announced yesterday the results of its offers to purchase for cash shares
of Central Power and Light Company's (CPL) 4.20% series and 4.00) series 
cumulative preferred stock.  According to a preliminary count by the depositary,
and subject to the depositary's final report and confirmation of the proper
delivery of shares pursuant to the terms of each offer, the preferred 
shareholders of CPL and WTU have tendered approximately 57,524 shares of CPL's 
4.00% series (or approximately 66% of CPL's outstanding preferred stock).  The 
tender offers commenced on Tuesday, March 18, 1997 and expired, after each
was extended by CSW, at 10:00 a.m., Central Time on Monday, April 28, 1997.

     WTU announced yesterday the results of its proxy solicitation of preferred
and common shareholders of WTU at a special meeting of shareholders reconvened 
at WTU's headquarters on April 28, 1997.  At the special meeting, shareholders
approved and adopted an amendment to WTU's Restated Articles of Incorporation 
to eliminate a provision limiting the amount of unsecured debt issuable by WTU.
CPL's preferred and common shareholders passed a similar amendment on April 7,
1997.

     Central and South West Corporation, a Dallas-based public utility holding
company, owns four U.S. electric utility subsidiaries that provide service
to portions of Texas, Oklahoma, Louisiana and Arkansas.  It also owns SEEBOARD
plc, a regional electric company in the United Kingdom.  In addition, Central
and South West Corporation owns non-utility subsidiaries involved in independent
power production, telecommunications, energy efficiency and financial 
transactions.

For more information, contact Becky Hall, director of investor relations for
Central and South West Corporation, 214-7777-1277.