Registration No. 333-           
          =================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

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

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                               TEXAS UTILITIES COMPANY
                (Exact name of registrant as specified in its charter)

                  TEXAS                                  75-0705930
             (State or other                          (I.R.S. Employer
               jurisdiction                          Identification No.)
           of incorporation or
              organization)

                ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS  75201
                 (Address of Principal Executive Offices)  (Zip Code)

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

                        LONG-TERM INCENTIVE COMPENSATION PLAN

                                        OF THE

                            TEXAS UTILITIES COMPANY SYSTEM
                               (Full title of the Plan)

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

           ROBERT A. WOOLDRIDGE,    PETER B. TINKHAM,    ROBERT J. REGER,
                    ESQ.                  ESQ.              JR., ESQ.
            Worsham, Forsythe &       Secretary and     Reid & Priest LLP
             Wooldridge, L.L.P.    Assistant Treasurer 40 West 57th Street
             1601 Bryan Street       Texas Utilities   New York, New York 
            Dallas, Texas  75201         Company              10019
               (214) 979-3000       1601 Bryan Street     (212) 603-2000
                                  Dallas, Texas  75201
                                     (214) 812-4600
          (Names, addresses and telephone numbers, including area codes, of
                                agents for service)

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

                           CALCULATION OF REGISTRATION FEE

          ====================================================================
                                       PROPOSED
                                       MAXIMUM     PROPOSED
                                       OFFERING     MAXIMUM
              TITLE OF     AMOUNT TO    PRICE      AGGREGATE     AMOUNT OF
           SECURITIES TO      BE         PER       OFFERING    REGISTRATION
           BE REGISTERED  REGISTERED   SHARE(1)    PRICE(1)         FEE
          --------------------------------------------------------------------
           Common Stock,         
           without par      50,000
           value            shares     $33.125   $1,656,250.00    $502.00
          ===================================================================
          (1) Estimated, pursuant to Rule 457(c) and (h) of the 1933 Act,
          solely for the purpose of determining the registration fee (based
          on the average of the high and the low sale price of Texas
          Utilities Company's common stock on the NYSE composite tape on
          June 4, 1997).
          ===================================================================

     <PAGE>


                                        PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following documents, which have been filed by Texas
          Utilities Company (Company) with the Securities and Exchange
          Commission (Commission) pursuant to the Securities Exchange Act
          of 1934, as amended (1934 Act), are incorporated herein by
          reference:

               1.   Annual Report of the Company on Form 10-K for the year
             ended December 31, 1996, File No. 1-3591.

               2.   Quarterly Report of the Company on Form 10-Q for the
             quarter ended March 31, 1997, File No. 1-3591.

               3.   The description of the Company's common stock contained
             in a registration statement filed under the 1934 Act,
             including any amendment or report filed for the purpose of
             updating such description.

             All documents subsequently filed by the Company pursuant to
          Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and prior to
          the termination of the offering hereunder shall be deemed to be
          incorporated by reference in this registration statement and to
          be a part hereof from the date of filing of such documents;
          provided, however, that the documents enumerated above or
          subsequently filed by the Company pursuant to Section 13 of the
          1934 Act prior to the filing with the Commission of the Company s
          most recent Annual Report on Form 10-K shall not be incorporated
          by reference in this registration statement or be a part hereof
          from and after the filing of such Annual Report on Form 10-K. The
          documents which are incorporated by reference in this
          registration statement are sometimes hereinafter referred to as
          the "Incorporated Documents."

             Any statement contained in an Incorporated Document shall be
          deemed to be modified or superseded for purposes of this
          registration statement to the extent that a statement contained
          herein or in any other subsequently filed document which is
          deemed to be incorporated by reference herein  modifies or
          supersedes such statement. Any such statement so modified or
          superseded shall not be deemed, except as so modified or
          superseded, to constitute a part of this registration statement.

          ITEM 4.   DESCRIPTION OF SECURITIES.

             Not Applicable.

          ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

             At December 31, 1996, members of the firm of Worsham, Forsythe
          & Wooldridge, L.L.P. owned approximately 45,100 shares of the
          common stock of the Company.

          ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Article IX of the Restated Articles of Incorporation of the
          Company provides as follows:

               "The Corporation shall reimburse or indemnify any former,
             present or future director, officer or employee of the
             Corporation, or any person who may have served at its
             request as a director, officer or employee of another
             corporation, or any former, present or future director,

                                      II-1
     <PAGE>

             officer or employee of the Corporation who shall have served
             or shall be serving as an administrator, agent or fiduciary
             for the Corporation or for another corporation at the
             request of the Corporation (and his heirs, executors and
             administrators) for or against all expenses and liabilities
             incurred by him or them, or imposed on him or them,
             including, but not limited to, judgments, settlements, court
             costs and attorneys' fees, in connection with, or arising
             out of, the defense of any action, suit or proceeding in
             which he may be involved by reason of his being or having
             been such director, officer or employee, except with respect
             to matters as to which he shall be adjudged in such action,
             suit or proceeding to be liable because he did not act in
             good faith, or because of dishonesty or conflict of interest
             in the performance of his duty.

               "No former, present or future director, officer or
             employee of the Corporation (or his heirs, executors and
             administrators) shall be liable for any act, omission, step
             or conduct taken or had in good faith, which is required,
             authorized or approved by an order or orders issued pursuant
             to the Public Utility Holding Company Act of 1935, the
             Federal Power Act, or any other federal or state statute
             regulating the Corporation or its subsidiaries, or any
             amendments to any thereof.  In any action, suit or
             proceeding based on any act, omission, step or conduct, as
             in this paragraph described, the provisions hereof shall be
             brought to the attention of the court.  In the event that
             the foregoing provisions of this paragraph are found by the
             court not to constitute a valid defense, each such director,
             officer or employee (and his heirs, executors and
             administrators) shall be reimbursed for, or indemnified
             against, all expenses and liabilities incurred by him or
             them, or imposed on him or them, including, but not limited
             to, judgments, settlements, court costs and attorneys' fees,
             in connection with, or arising out of, any such action, suit
             or proceeding based on any act, omission, step or conduct
             taken or had in good faith as in this paragraph described.

               "The foregoing rights shall not be exclusive of other
             rights to which any such director, officer or employee (or
             his heirs, executors and administrators) may otherwise be
             entitled under any bylaw, agreement, vote of shareholders or
             otherwise, and shall be available whether or not the
             director, officer or employee continues to be a director,
             officer or employee at the time of incurring such expenses
             and liabilities.  In furtherance, and not in limitation of
             the foregoing provisions of this Article IX, the Corporation
             may indemnify and may insure any such persons to the fullest
             extent permitted by the Texas Business Corporation Act, as
             amended from time to time, or the laws of the State of
             Texas, as in effect from time to time."

             Article 2.02-1 of the Texas Business Corporation Act permits
          the Company, in certain circumstances, to indemnify any present
          or former director, officer, employee or agent of the Company
          against judgments, penalties, fines, settlements and reasonable
          expenses incurred in connection with a proceeding in which any
          such person was, is or is threatened to be, made a party by
          reason of holding such office or position, but only to a limited
          extent for obligations resulting from a proceeding in which the
          person is found liable on the basis that a personal benefit was
          improperly received or in circumstances in which the person is
          found liable in a derivative suit brought on behalf of the
          Company.

             Article X of the Articles of Incorporation of the Company
          provides as follows:

               "A director of the Corporation shall not be liable to the
             Corporation or its shareholders for monetary damages for any
             act or omission in the director's capacity as a director,
             except that this provision does not eliminate or limit the
             liability of a director to the extent the director is found
             liable for:

                  (a)  a breach of the director's duty of loyalty to the
               Corporation or its shareholders;

                  (b)  an act or omission not in good faith that
               constitutes a breach of duty of the director to the
               Corporation or an act or omission that involves
               intentional misconduct or a knowing violation of the law;

                                      II-2
     <PAGE>

                  (c)  a transaction from which the director received an
               improper benefit, whether or not the benefit resulted
               from an action taken within the scope of the director's
               office; or

                  (d)  an act or omission for which the liability of the
               director is expressly provided for by an applicable
               statute.

             If the laws of the State of Texas are amended to authorize
             action further eliminating or limiting the personal
             liability of directors, then the liability of a director of
             the Corporation shall be eliminated or limited to the
             fullest extent permitted by such laws as so amended.  Any
             repeal or modification of this Article X shall not adversely
             affect any right of protection of a director of the
             Corporation existing at the time of such repeal or
             modification."

             Section 22 of the Company's bylaws provides as follows:

               "Section 22. Insurance, Indemnification and Other
             Arrangements. Without further specific approval of the
             shareholders of the Corporation, the Corporation may
             purchase, enter into, maintain or provide insurance,
             indemnification or other arrangements for the benefit of any
             person who is or was a director, officer, employee or agent
             of the Corporation or is or was serving another entity at
             the request of the Corporation as a director, officer,
             employee, agent or otherwise, to the fullest extent
             permitted by the laws of the State of Texas, including
             without limitation Art. 2.02-1 of the Texas Business
             Corporation Act or any successor provision, against any
             liability asserted against or incurred by any such person in
             any such capacity or arising out of such person's service in
             such capacity whether or not the Corporation would otherwise
             have the power to indemnify against any such liability under
             the Texas Business Corporation Act. If the laws of the State
             of Texas are amended to authorize the purchase, entering
             into, maintaining or providing of insurance, indemnification
             or other arrangements in the nature of those permitted
             hereby to a greater extent than presently permitted, then
             the Corporation shall have the power and authority to
             purchase, enter into, maintain and provide any additional
             arrangements in such regard as shall be permitted from time
             to time by the laws of the State of Texas without further
             approval of the shareholders of the Corporation. No repeal
             or modification of such laws or this Section 22 shall
             adversely affect any such arrangement or right to
             indemnification existing at the time of such repeal or
             modification."

             The Company has entered into agreements with its directors
          which provide, among other things, for their indemnification by
          the Company to the fullest extent permitted by Texas law, unless
          a final adjudication establishes that the indemnitee's acts were
          committed in bad faith, were the result of active and deliberate
          dishonesty or that the indemnitee personally gained a financial
          profit to which the indemnitee was not legally entitled.  These
          agreements further provide, under certain circumstances, for the
          advancement of expenses and the implementation of other
          arrangements for the benefit of the indemnitee.

             The Company has insurance covering its expenditures which
          might arise in connection with its lawful indemnification of its
          directors and officers for their liabilities and expenses. 
          Officers and directors of the Company also have insurance which
          insures them against certain other liabilities and expenses.

          ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

             Not Applicable.

                                      II-3  
     <PAGE>                                  

          ITEM 8.   EXHIBITS.

                     PREVIOUSLY FILED*
                     ----------------
                     WITH FILE    AS
           EXHIBIT    NUMBER   EXHIBIT
           -------   --------  -------

            4(a)    333-12391   2(a)   --   Restated Articles of
                                            Incorporation of the Company.

            4(b)    333-12391   2(b)   --   Bylaws, as amended, of the
                                            Company.

            5(a)                       --   Opinion of Reid & Priest LLP.

            5(b)                       --   Opinion of Worsham, Forsythe &
                                            Wooldridge, L.L.P.

           15                          --   Letter from Deloitte & Touche LLP
                                            as to unaudited interim financial
                                            information.

           23(a)                       --   Independent Auditors' Consent.

           23(b)                       --   Consents of Reid & Priest LLP
                                            and Worsham, Forsythe &
                                            Wooldridge, L.L.P. are contained
                                            in Exhibits 5(a) and 5(b),
                                            respectively.

             24                        --   Power of Attorney (see Page II-
                                            6).

          -------------
          *Incorporated herein by reference.

          ITEM 9. UNDERTAKINGS.

             (a)  The undersigned registrant hereby undertakes:

                  (1)  To file, during any period in which offers or sales
             are being made, a  post-effective amendment to this
             registration statement:

                    (i)  To include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the registration
               statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set forth in the
               registration statement;

                    (iii)  To include any material information with respect
               to the plan of distribution not previously disclosed in the
               registration statement or any material change to such
               information in the registration statement; 

               provided, however, that the registrant need not file a post-
               effective amendment to include the information required to
               be included by subsection (i) or (ii) if such information is
               contained in periodic reports filed by the registrant
               pursuant to Sections 13 or 15(d) of the Securities Exchange
               Act of 1934 that are incorporated by reference in the
               registration statement.

                  (2)  That, for the purpose of determining any liability
             under the Securities Act of 1933, each such post-effective
             amendment shall be deemed to be a new registration statement
             relating to the securities offered herein, and the offering of
             such securities at that time shall be deemed to be the initial
             bona fide offering thereof.

                  (3)  To remove from registration by means of a post-
             effective amendment any of the securities being registered
             which remain unsold at the termination of the offering.

                  (4)  That, for purposes of determining any liability
             under the Securities Act of 1933, each filing of the
             registrant's Annual Report pursuant to Sections 13(a) or 15(d)
             of the Securities Exchange Act of 1934 and each filing of an
             employee benefit plan's annual report pursuant to Section
             15(d) of the Securities Exchange Act of 1934 that is

                                      II-4
     <PAGE>

             incorporated by reference in the registration statement shall
             be deemed to be a new registration statement relating to the
             securities offered herein, and the offering of such securities
             at that time shall be deemed to be the initial bona fide
             offering thereof.

             (b)  Insofar as indemnification for liabilities arising under
          the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the registrant pursuant to
          the provisions described under Item 6 above, or otherwise, the
          registrant has been advised that in the opinion of the Securities
          and Exchange Commission such indemnification is against public
          policy as expressed in the Act and is, therefore, unenforceable. 
          In the event that a claim for indemnification against such
          liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director, officer or controlling person of
          the registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such
          indemnification by it is against public policy as expressed in
          the Act and will be governed by the final adjudication of such
          issue.

                                      II-5
     <PAGE>

                                  POWER OF ATTORNEY

             EACH DIRECTOR AND/OR OFFICER OF THE REGISTRANT WHOSE SIGNATURE
          APPEARS BELOW HEREBY APPOINTS THE AGENTS FOR SERVICE NAMED IN
          THIS REGISTRATION STATEMENT, AND EACH OF THEM SEVERALLY, AS
          HIS/HER ATTORNEY-IN-FACT TO SIGN IN HIS/HER NAME AND BEHALF, IN
          ANY AND ALL CAPACITIES STATED BELOW, AND TO FILE WITH THE
          SECURITIES AND EXCHANGE COMMISSION, ANY AND ALL AMENDMENTS,
          INCLUDING POST-EFFECTIVE AMENDMENTS, TO THIS REGISTRATION
          STATEMENT, AND THE REGISTRANT HEREBY ALSO APPOINTS EACH SUCH
          AGENT FOR SERVICE AS ITS ATTORNEY-IN-FACT WITH LIKE AUTHORITY TO
          SIGN AND FILE ANY SUCH AMENDMENTS IN ITS NAME AND BEHALF.

                                      SIGNATURES

             PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
          THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
          BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM
          S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED
          ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
          THE CITY OF DALLAS, AND STATE OF TEXAS, ON THE 6TH DAY OF JUNE,
          1997.

                                             TEXAS UTILITIES COMPANY


                                             BY   /S/ ERLE NYE
                                             ---------------------------
                                             (ERLE NYE, CHAIRMAN OF THE
                                             BOARD  AND CHIEF EXECUTIVE)

             PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
          THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
          FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.

                        SIGNATURE                    TITLE          DATE
                        ---------                    -----          ----

              /S/ ERLE NYE                         PRINCIPAL
           -----------------------------------     EXECUTIVE      JUNE 6, 1997
            (ERLE NYE, CHAIRMAN OF THE BOARD      OFFICER AND
                AND CHIEF EXECUTIVE)                DIRECTOR


              /S/ MICHAEL J. MCNALLY
           -----------------------------------     PRINCIPAL      JUNE 6, 1997
           (MICHAEL J. MCNALLY, EXECUTIVE VICE     FINANCIAL
             PRESIDENT AND CHIEF FINANCIAL          OFFICER
                      OFFICER)                      


              /S/ MARC D. MOSELEY
           -----------------------------------     PRINCIPAL      JUNE 6, 1997
          (MARC D. MOSELEY, ACTING CONTROLLER)     ACCOUNTING
                                                    OFFICER

              /S/ J. S. FARRINGTON                                
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                    (J.S. FARRINGTON)               


              /S/ BAYARD H. FRIEDMAN
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                   (BAYARD H. FRIEDMAN)                               


              /S/ WILLIAM M. GRIFFIN
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                   (WILLIAM M. GRIFFIN)             


              /S/ KERNEY LADAY
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                      (KERNEY LADAY)                


              /S/ MARGARET N. MAXEY
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                   (MARGARET N. MAXEY)              


              /S/ JAMES A. MIDDLETON
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                   (JAMES A. MIDDLETON)             


              /S/ J.E. OESTERREICHER
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                   (J.E. OESTERREICHER)             


              /S/ CHARLES R. PERRY
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                    (CHARLES R. PERRY)              



           -----------------------------------
                 (HERBERT H. RICHARDSON)            DIRECTOR

                                      II-6 
     <PAGE>                                 

                                    EXHIBIT INDEX


                     PREVIOUSLY FILED*
                     -----------------
                     WITH FILE    AS
           EXHIBIT    NUMBER   EXHIBIT
           -------  ---------  -------

            4(a)    333-12391    2(a)   --  Restated Articles of
                                            Incorporation of the Company.

            4(b)    333-12391    2(b)   --  Bylaws, as amended, of the
                                            Company.

            5(a)                        --  Opinion of Reid & Priest LLP.

            5(b)                        --  Opinion of Worsham, Forsythe &
                                            Wooldridge, L.L.P.

           15                           --  Letter from Deloitte & Touche LLP
                                            as to unaudited interim financial
                                            information.

           23(a)                        --  Independent Auditors' Consent.

           23(b)                        --  Consents of Reid & Priest LLP
                                            and Worsham, Forsythe &
                                            Wooldridge, L.L.P. are
                                            contained in Exhibits 5(a) and
                                            5(b), respectively.

             24                         --  Power of Attorney (see Page II-
                                            6).

          ---------------
          *Incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF TEXAS UTILITIES COMPANY", "secsgml_size_bytes": 28346}]
{"company-data": {"conformed-name": "TEXAS UTILITIES CO", "cik": "0000097561", "assigned-sic": "4911", "irs-number": "750705930", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28629", "film-number": "97620143"}, "business-address": {"street1": "ENERGY PLAZA 1601 BRYAN TOWER", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2148124600"}}
Registration No. 333-           
          =================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

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

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                               TEXAS UTILITIES COMPANY
                (Exact name of registrant as specified in its charter)

                  TEXAS                                  75-0705930
             (State or other                          (I.R.S. Employer
               jurisdiction                          Identification No.)
           of incorporation or
              organization)

                ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS  75201
                 (Address of Principal Executive Offices)  (Zip Code)

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

                        LONG-TERM INCENTIVE COMPENSATION PLAN

                                        OF THE

                            TEXAS UTILITIES COMPANY SYSTEM
                               (Full title of the Plan)

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

           ROBERT A. WOOLDRIDGE,    PETER B. TINKHAM,    ROBERT J. REGER,
                    ESQ.                  ESQ.              JR., ESQ.
            Worsham, Forsythe &       Secretary and     Reid & Priest LLP
             Wooldridge, L.L.P.    Assistant Treasurer 40 West 57th Street
             1601 Bryan Street       Texas Utilities   New York, New York 
            Dallas, Texas  75201         Company              10019
               (214) 979-3000       1601 Bryan Street     (212) 603-2000
                                  Dallas, Texas  75201
                                     (214) 812-4600
          (Names, addresses and telephone numbers, including area codes, of
                                agents for service)

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

                           CALCULATION OF REGISTRATION FEE

          ====================================================================
                                       PROPOSED
                                       MAXIMUM     PROPOSED
                                       OFFERING     MAXIMUM
              TITLE OF     AMOUNT TO    PRICE      AGGREGATE     AMOUNT OF
           SECURITIES TO      BE         PER       OFFERING    REGISTRATION
           BE REGISTERED  REGISTERED   SHARE(1)    PRICE(1)         FEE
          --------------------------------------------------------------------
           Common Stock,         
           without par      50,000
           value            shares     $33.125   $1,656,250.00    $502.00
          ===================================================================
          (1) Estimated, pursuant to Rule 457(c) and (h) of the 1933 Act,
          solely for the purpose of determining the registration fee (based
          on the average of the high and the low sale price of Texas
          Utilities Company's common stock on the NYSE composite tape on
          June 4, 1997).
          ===================================================================
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following documents, which have been filed by Texas
          Utilities Company (Company) with the Securities and Exchange
          Commission (Commission) pursuant to the Securities Exchange Act
          of 1934, as amended (1934 Act), are incorporated herein by
          reference:

               1.   Annual Report of the Company on Form 10-K for the year
             ended December 31, 1996, File No. 1-3591.

               2.   Quarterly Report of the Company on Form 10-Q for the
             quarter ended March 31, 1997, File No. 1-3591.

               3.   The description of the Company's common stock contained
             in a registration statement filed under the 1934 Act,
             including any amendment or report filed for the purpose of
             updating such description.

             All documents subsequently filed by the Company pursuant to
          Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and prior to
          the termination of the offering hereunder shall be deemed to be
          incorporated by reference in this registration statement and to
          be a part hereof from the date of filing of such documents;
          provided, however, that the documents enumerated above or
          subsequently filed by the Company pursuant to Section 13 of the
          1934 Act prior to the filing with the Commission of the Company s
          most recent Annual Report on Form 10-K shall not be incorporated
          by reference in this registration statement or be a part hereof
          from and after the filing of such Annual Report on Form 10-K. The
          documents which are incorporated by reference in this
          registration statement are sometimes hereinafter referred to as
          the "Incorporated Documents."

             Any statement contained in an Incorporated Document shall be
          deemed to be modified or superseded for purposes of this
          registration statement to the extent that a statement contained
          herein or in any other subsequently filed document which is
          deemed to be incorporated by reference herein  modifies or
          supersedes such statement. Any such statement so modified or
          superseded shall not be deemed, except as so modified or
          superseded, to constitute a part of this registration statement.

          ITEM 4.   DESCRIPTION OF SECURITIES.

             Not Applicable.

          ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

             At December 31, 1996, members of the firm of Worsham, Forsythe
          & Wooldridge, L.L.P. owned approximately 45,100 shares of the
          common stock of the Company.

          ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Article IX of the Restated Articles of Incorporation of the
          Company provides as follows:

               "The Corporation shall reimburse or indemnify any former,
             present or future director, officer or employee of the
             Corporation, or any person who may have served at its
             request as a director, officer or employee of another
             corporation, or any former, present or future director,

                                      II-1
officer or employee of the Corporation who shall have served
             or shall be serving as an administrator, agent or fiduciary
             for the Corporation or for another corporation at the
             request of the Corporation (and his heirs, executors and
             administrators) for or against all expenses and liabilities
             incurred by him or them, or imposed on him or them,
             including, but not limited to, judgments, settlements, court
             costs and attorneys' fees, in connection with, or arising
             out of, the defense of any action, suit or proceeding in
             which he may be involved by reason of his being or having
             been such director, officer or employee, except with respect
             to matters as to which he shall be adjudged in such action,
             suit or proceeding to be liable because he did not act in
             good faith, or because of dishonesty or conflict of interest
             in the performance of his duty.

               "No former, present or future director, officer or
             employee of the Corporation (or his heirs, executors and
             administrators) shall be liable for any act, omission, step
             or conduct taken or had in good faith, which is required,
             authorized or approved by an order or orders issued pursuant
             to the Public Utility Holding Company Act of 1935, the
             Federal Power Act, or any other federal or state statute
             regulating the Corporation or its subsidiaries, or any
             amendments to any thereof.  In any action, suit or
             proceeding based on any act, omission, step or conduct, as
             in this paragraph described, the provisions hereof shall be
             brought to the attention of the court.  In the event that
             the foregoing provisions of this paragraph are found by the
             court not to constitute a valid defense, each such director,
             officer or employee (and his heirs, executors and
             administrators) shall be reimbursed for, or indemnified
             against, all expenses and liabilities incurred by him or
             them, or imposed on him or them, including, but not limited
             to, judgments, settlements, court costs and attorneys' fees,
             in connection with, or arising out of, any such action, suit
             or proceeding based on any act, omission, step or conduct
             taken or had in good faith as in this paragraph described.

               "The foregoing rights shall not be exclusive of other
             rights to which any such director, officer or employee (or
             his heirs, executors and administrators) may otherwise be
             entitled under any bylaw, agreement, vote of shareholders or
             otherwise, and shall be available whether or not the
             director, officer or employee continues to be a director,
             officer or employee at the time of incurring such expenses
             and liabilities.  In furtherance, and not in limitation of
             the foregoing provisions of this Article IX, the Corporation
             may indemnify and may insure any such persons to the fullest
             extent permitted by the Texas Business Corporation Act, as
             amended from time to time, or the laws of the State of
             Texas, as in effect from time to time."

             Article 2.02-1 of the Texas Business Corporation Act permits
          the Company, in certain circumstances, to indemnify any present
          or former director, officer, employee or agent of the Company
          against judgments, penalties, fines, settlements and reasonable
          expenses incurred in connection with a proceeding in which any
          such person was, is or is threatened to be, made a party by
          reason of holding such office or position, but only to a limited
          extent for obligations resulting from a proceeding in which the
          person is found liable on the basis that a personal benefit was
          improperly received or in circumstances in which the person is
          found liable in a derivative suit brought on behalf of the
          Company.

             Article X of the Articles of Incorporation of the Company
          provides as follows:

               "A director of the Corporation shall not be liable to the
             Corporation or its shareholders for monetary damages for any
             act or omission in the director's capacity as a director,
             except that this provision does not eliminate or limit the
             liability of a director to the extent the director is found
             liable for:

                  (a)  a breach of the director's duty of loyalty to the
               Corporation or its shareholders;

                  (b)  an act or omission not in good faith that
               constitutes a breach of duty of the director to the
               Corporation or an act or omission that involves
               intentional misconduct or a knowing violation of the law;

                                      II-2
(c)  a transaction from which the director received an
               improper benefit, whether or not the benefit resulted
               from an action taken within the scope of the director's
               office; or

                  (d)  an act or omission for which the liability of the
               director is expressly provided for by an applicable
               statute.

             If the laws of the State of Texas are amended to authorize
             action further eliminating or limiting the personal
             liability of directors, then the liability of a director of
             the Corporation shall be eliminated or limited to the
             fullest extent permitted by such laws as so amended.  Any
             repeal or modification of this Article X shall not adversely
             affect any right of protection of a director of the
             Corporation existing at the time of such repeal or
             modification."

             Section 22 of the Company's bylaws provides as follows:

               "Section 22. Insurance, Indemnification and Other
             Arrangements. Without further specific approval of the
             shareholders of the Corporation, the Corporation may
             purchase, enter into, maintain or provide insurance,
             indemnification or other arrangements for the benefit of any
             person who is or was a director, officer, employee or agent
             of the Corporation or is or was serving another entity at
             the request of the Corporation as a director, officer,
             employee, agent or otherwise, to the fullest extent
             permitted by the laws of the State of Texas, including
             without limitation Art. 2.02-1 of the Texas Business
             Corporation Act or any successor provision, against any
             liability asserted against or incurred by any such person in
             any such capacity or arising out of such person's service in
             such capacity whether or not the Corporation would otherwise
             have the power to indemnify against any such liability under
             the Texas Business Corporation Act. If the laws of the State
             of Texas are amended to authorize the purchase, entering
             into, maintaining or providing of insurance, indemnification
             or other arrangements in the nature of those permitted
             hereby to a greater extent than presently permitted, then
             the Corporation shall have the power and authority to
             purchase, enter into, maintain and provide any additional
             arrangements in such regard as shall be permitted from time
             to time by the laws of the State of Texas without further
             approval of the shareholders of the Corporation. No repeal
             or modification of such laws or this Section 22 shall
             adversely affect any such arrangement or right to
             indemnification existing at the time of such repeal or
             modification."

             The Company has entered into agreements with its directors
          which provide, among other things, for their indemnification by
          the Company to the fullest extent permitted by Texas law, unless
          a final adjudication establishes that the indemnitee's acts were
          committed in bad faith, were the result of active and deliberate
          dishonesty or that the indemnitee personally gained a financial
          profit to which the indemnitee was not legally entitled.  These
          agreements further provide, under certain circumstances, for the
          advancement of expenses and the implementation of other
          arrangements for the benefit of the indemnitee.

             The Company has insurance covering its expenditures which
          might arise in connection with its lawful indemnification of its
          directors and officers for their liabilities and expenses. 
          Officers and directors of the Company also have insurance which
          insures them against certain other liabilities and expenses.

          ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

             Not Applicable.

                                      II-3
ITEM 8.   EXHIBITS.

                     PREVIOUSLY FILED*
                     ----------------
                     WITH FILE    AS
           EXHIBIT    NUMBER   EXHIBIT
           -------   --------  -------

            4(a)    333-12391   2(a)   --   Restated Articles of
                                            Incorporation of the Company.

            4(b)    333-12391   2(b)   --   Bylaws, as amended, of the
                                            Company.

            5(a)                       --   Opinion of Reid & Priest LLP.

            5(b)                       --   Opinion of Worsham, Forsythe &
                                            Wooldridge, L.L.P.

           15                          --   Letter from Deloitte & Touche LLP
                                            as to unaudited interim financial
                                            information.

           23(a)                       --   Independent Auditors' Consent.

           23(b)                       --   Consents of Reid & Priest LLP
                                            and Worsham, Forsythe &
                                            Wooldridge, L.L.P. are contained
                                            in Exhibits 5(a) and 5(b),
                                            respectively.

             24                        --   Power of Attorney (see Page II-
                                            6).

          -------------
          *Incorporated herein by reference.

          ITEM 9. UNDERTAKINGS.

             (a)  The undersigned registrant hereby undertakes:

                  (1)  To file, during any period in which offers or sales
             are being made, a  post-effective amendment to this
             registration statement:

                    (i)  To include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the registration
               statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set forth in the
               registration statement;

                    (iii)  To include any material information with respect
               to the plan of distribution not previously disclosed in the
               registration statement or any material change to such
               information in the registration statement; 

               provided, however, that the registrant need not file a post-
               effective amendment to include the information required to
               be included by subsection (i) or (ii) if such information is
               contained in periodic reports filed by the registrant
               pursuant to Sections 13 or 15(d) of the Securities Exchange
               Act of 1934 that are incorporated by reference in the
               registration statement.

                  (2)  That, for the purpose of determining any liability
             under the Securities Act of 1933, each such post-effective
             amendment shall be deemed to be a new registration statement
             relating to the securities offered herein, and the offering of
             such securities at that time shall be deemed to be the initial
             bona fide offering thereof.

                  (3)  To remove from registration by means of a post-
             effective amendment any of the securities being registered
             which remain unsold at the termination of the offering.

                  (4)  That, for purposes of determining any liability
             under the Securities Act of 1933, each filing of the
             registrant's Annual Report pursuant to Sections 13(a) or 15(d)
             of the Securities Exchange Act of 1934 and each filing of an
             employee benefit plan's annual report pursuant to Section
             15(d) of the Securities Exchange Act of 1934 that is

                                      II-4
incorporated by reference in the registration statement shall
             be deemed to be a new registration statement relating to the
             securities offered herein, and the offering of such securities
             at that time shall be deemed to be the initial bona fide
             offering thereof.

             (b)  Insofar as indemnification for liabilities arising under
          the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the registrant pursuant to
          the provisions described under Item 6 above, or otherwise, the
          registrant has been advised that in the opinion of the Securities
          and Exchange Commission such indemnification is against public
          policy as expressed in the Act and is, therefore, unenforceable. 
          In the event that a claim for indemnification against such
          liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director, officer or controlling person of
          the registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such
          indemnification by it is against public policy as expressed in
          the Act and will be governed by the final adjudication of such
          issue.

                                      II-5
POWER OF ATTORNEY

             EACH DIRECTOR AND/OR OFFICER OF THE REGISTRANT WHOSE SIGNATURE
          APPEARS BELOW HEREBY APPOINTS THE AGENTS FOR SERVICE NAMED IN
          THIS REGISTRATION STATEMENT, AND EACH OF THEM SEVERALLY, AS
          HIS/HER ATTORNEY-IN-FACT TO SIGN IN HIS/HER NAME AND BEHALF, IN
          ANY AND ALL CAPACITIES STATED BELOW, AND TO FILE WITH THE
          SECURITIES AND EXCHANGE COMMISSION, ANY AND ALL AMENDMENTS,
          INCLUDING POST-EFFECTIVE AMENDMENTS, TO THIS REGISTRATION
          STATEMENT, AND THE REGISTRANT HEREBY ALSO APPOINTS EACH SUCH
          AGENT FOR SERVICE AS ITS ATTORNEY-IN-FACT WITH LIKE AUTHORITY TO
          SIGN AND FILE ANY SUCH AMENDMENTS IN ITS NAME AND BEHALF.

                                      SIGNATURES

             PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
          THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
          BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM
          S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED
          ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
          THE CITY OF DALLAS, AND STATE OF TEXAS, ON THE 6TH DAY OF JUNE,
          1997.

                                             TEXAS UTILITIES COMPANY

                                             BY   /S/ ERLE NYE
                                             ---------------------------
                                             (ERLE NYE, CHAIRMAN OF THE
                                             BOARD  AND CHIEF EXECUTIVE)

             PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
          THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
          FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.

                        SIGNATURE                    TITLE          DATE
                        ---------                    -----          ----

              /S/ ERLE NYE                         PRINCIPAL
           -----------------------------------     EXECUTIVE      JUNE 6, 1997
            (ERLE NYE, CHAIRMAN OF THE BOARD      OFFICER AND
                AND CHIEF EXECUTIVE)                DIRECTOR

              /S/ MICHAEL J. MCNALLY
           -----------------------------------     PRINCIPAL      JUNE 6, 1997
           (MICHAEL J. MCNALLY, EXECUTIVE VICE     FINANCIAL
             PRESIDENT AND CHIEF FINANCIAL          OFFICER
                      OFFICER)                      

              /S/ MARC D. MOSELEY
           -----------------------------------     PRINCIPAL      JUNE 6, 1997
          (MARC D. MOSELEY, ACTING CONTROLLER)     ACCOUNTING
                                                    OFFICER

              /S/ J. S. FARRINGTON                                
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                    (J.S. FARRINGTON)               

              /S/ BAYARD H. FRIEDMAN
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                   (BAYARD H. FRIEDMAN)                               

              /S/ WILLIAM M. GRIFFIN
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                   (WILLIAM M. GRIFFIN)             

              /S/ KERNEY LADAY
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                      (KERNEY LADAY)                

              /S/ MARGARET N. MAXEY
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                   (MARGARET N. MAXEY)              

              /S/ JAMES A. MIDDLETON
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                   (JAMES A. MIDDLETON)             

              /S/ J.E. OESTERREICHER
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                   (J.E. OESTERREICHER)             

              /S/ CHARLES R. PERRY
           -----------------------------------      DIRECTOR      JUNE 6, 1997
                    (CHARLES R. PERRY)              

           -----------------------------------
                 (HERBERT H. RICHARDSON)            DIRECTOR

                                      II-6
EXHIBIT INDEX

                     PREVIOUSLY FILED*
                     -----------------
                     WITH FILE    AS
           EXHIBIT    NUMBER   EXHIBIT
           -------  ---------  -------

            4(a)    333-12391    2(a)   --  Restated Articles of
                                            Incorporation of the Company.

            4(b)    333-12391    2(b)   --  Bylaws, as amended, of the
                                            Company.

            5(a)                        --  Opinion of Reid & Priest LLP.

            5(b)                        --  Opinion of Worsham, Forsythe &
                                            Wooldridge, L.L.P.

           15                           --  Letter from Deloitte & Touche LLP
                                            as to unaudited interim financial
                                            information.

           23(a)                        --  Independent Auditors' Consent.

           23(b)                        --  Consents of Reid & Priest LLP
                                            and Worsham, Forsythe &
                                            Wooldridge, L.L.P. are
                                            contained in Exhibits 5(a) and
                                            5(b), respectively.

             24                         --  Power of Attorney (see Page II-
                                            6).

          ---------------
          *Incorporated herein by reference.