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

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                         -----------------------------------
                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                           
                         -----------------------------------
                                 TUC HOLDING COMPANY

                        TO BE KNOWN AS TEXAS UTILITIES COMPANY
                (Exact name of registrant as specified in its charter)

                  TEXAS                                  75-2669310
             (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)

                         -----------------------------------
                                 ENSERCH CORPORATION

                              EMPLOYEES STOCK PURCHASE 

                                   AND SAVINGS PLAN

                               (Full title of the Plan)

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

            ROBERT A. WOOLDRIDGE,   PETER B. TINKHAM,    ROBERT J. REGER,
                    ESQ.                  ESQ.               JR., ESQ.
             Worsham, Forsythe &      Treasurer and      Reid & Priest LLP
             Wooldridge, L.L.P.         Assistant       40 West 57th Street
              1601 Bryan Street         Secretary       New York, New York 
            Dallas, Texas  75201      Energy Plaza             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    PROPOSED
          TITLE OF                      MAXIMUM     MAXIMUM
          SECURITIES     AMOUNT         OFFERING    AGGREGATE   AMOUNT OF
          TO BE          TO BE          PRICE PER   OFFERING   REGISTRATION
          REGISTERED     REGISTERED(1)  SHARE(2)    PRICE(2)       FEE
          -----------------------------------------------------------------
          Common Stock, 
          without par      200,000
          value            shares      $35.0625    $7,012,500     $2,125
          =================================================================

          (1) In addition, pursuant to Rule 416(c) under the Securities Act
          of 1933 (1933  Act), this registration  statement also covers  an
          indeterminate amount of interests to be offered or  sold pursuant
          to the employee benefit plan described herein.
          (2) 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 ($35.0625  per share)  of  the highest  and the
          lowest sale price  of Texas Utilities  Company's common stock  on
          the NYSE composite tape on August 1, 1997).

          =================================================================

          <PAGE>

                                   EXPLANATORY NOTE

               THE REGISTRANT HEREUNDER, TUC HOLDING COMPANY  (COMPANY), IS
          A TEXAS  CORPORATION, ORGANIZED FOR  THE PURPOSE OF  BECOMING THE
          HOLDING COMPANY  FOR TEXAS UTILITIES  COMPANY (TUC) AND   ENSERCH
          CORPORATION (ENSERCH) AT THE EFFECTIVE TIME OF THE MERGERS OF TUC
          AND  ENSERCH  INTO  WHOLLY  OWNED  SUBSIDIARIES  OF  THE  COMPANY
          (MERGERS).  AT THE EFFECTIVE TIME OF THE MERGERS, (I) THE COMPANY
          WILL  CHANGE ITS NAME TO  TEXAS UTILITIES COMPANY,  (II) TUC WILL
          CHANGE ITS NAME  TO TEXAS  ENERGY INDUSTRIES, INC.,  (III)   EACH
          SHARE  OF COMMON STOCK OF ENSERCH HELD BY THE ENSERCH CORPORATION
          EMPLOYEES  STOCK  PURCHASE  AND   SAVINGS  PLAN  (PLAN)  WILL  BE
          AUTOMATICALLY CONVERTED INTO APPROXIMATELY  0.225 SHARE OF COMMON
          STOCK  OF THE  COMPANY, AND (IV)  SHARES OF  COMMON STOCK  OF THE
          COMPANY WILL THEREAFTER BE OFFERED AND SOLD UNDER THE PLAN.

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               The  following  documents,  which  have been  filed  by  the
          Company or its predecessors and  the Plan in effect prior to  the
          Mergers  (Predecessor  Plan)  with the  Securities  and  Exchange
          Commission (Commission)  pursuant to the  Securities Exchange Act
          of  1934,  as amended  (1934  Act)  are  incorporated  herein  by
          reference:

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

               (b)  Quarterly Report of  TUC on Form  10-Q for the  Quarter
                    ended March 31, 1997, File No. 1-3591.

               (c)  Annual  Report of  ENSERCH on  Form 10-K  for  the year
                    ended December 31, 1996, File No. 1-3183.

               (d)  Quarterly  Report  of  ENSERCH  on Form  10-Q  for  the
                    Quarter ended March 31, 1997, File No. 1-3183.

               (e)  Current Report of ENSERCH on Form 8-K dated January 14,
                    1997, File No. 1-3183.

               (f)  Current  Report of ENSERCH on  Form 8-K dated March 12,
                    1997, File No. 1-3183.

               (g)  Current  Report of  ENSERCH on Form  8-K dated  June 5,
                    1997, File No. 1-3183.

               (h)  Current Report of  ENSERCH on  Form 8-K  dated July  3,
                    1997, File No. 1-3183.

               (i)  Current Report of  ENSERCH on  Form 8-K  dated August 4,
                    1997, File No. 1-3183.

               (j)  Annual Report of  the Predecessor Plan on Form 11-K for
                    the fiscal year ended December 31, 1996.  

               (k)  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 filed by the Company, its predecessors and the
          Plan pursuant to Section  13(a), 13(c), 14  or 15(d) of the  1934
          Act   after  the  date  of  this  Prospectus  and  prior  to  the
          termination of  the  offering hereunder  shall  be deemed  to  be
          incorporated by reference  in this  Prospectus 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 Prospectus 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  Prospectus  are  sometimes
          hereinafter referred to as the "Incorporated Documents."

                                         II-1
          <PAGE>


               Any statement contained in an Incorporated Document shall be
          deemed  to  be  modified  or  superseded  for  purposes  of  this
          Prospectus  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 Prospectus.

          ITEM 4.  DESCRIPTION OF SECURITIES.

               Not Applicable.

          ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

               At May  31, 1997, members of the firm of Worsham, Forsythe &
          Wooldridge,  L.L.P.  owned  approximately  46,200  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,
               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."

                                         II-2
          <PAGE>


               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 for:

                         (a) a breach  of a 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  a  director to  the
                    Corporation  or  an  act   or  omission  that  involved
                    intentional  misconduct or  a knowing violation  of the
                    law;

                         (c)  a transaction from  which a 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
                    a 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 21 of the Company's bylaws provides as follows:

                    "Section  21.  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  21  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

                                         II-3
          <PAGE>


          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.

          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(a)  --   Bylaws, as amended, of the 
                                                Company.
               5(a)                        --   Opinion of Reid & Priest LLP.
               5(b)                        --   Opinion of Worsham, Forsythe &
                                                Wooldridge, L.L.P.
               15(a)                       --   Letter of Deloitte & Touche
                                                LLP regarding unaudited
                                                interim financial information. 
               15(b)                       --   Letter of Deloitte & Touche 
                                                LLP regarding unaudited 
                                                interim financial information.
               23(a)                       --   TUC Independent Auditors' 
                                                Consent.
               23(b)                       --   ENSERCH Independent Auditors'
                                                Consent.
               23(c)                       --   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 Pages  
                                                II-6 and II-7).

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


               UNDERTAKING.   The Company will submit  or has submitted the
          Plan  and any amendment  thereto to the  Internal Revenue Service
          (IRS) in  a timely manner and  has made or will  make all changes
          required by the IRS in order to qualify the Plan.


          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
               
                                         II-4
          <PAGE>


               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
               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

               THE  REGISTRANT.    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 4th DAY OF AUGUST, 1997.

                                                 TUC HOLDING 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    AUGUST 4, 1997
            (Erle Nye, Chairman and      OFFICER AND DIRECTOR
                Chief Executive)       
         

          /S/  PETER B. TINKHAM
          -----------------------------  PRINCIPAL FINANCIAL    AUGUST 4, 1997
          (Peter B. Tinkham, Treasurer   OFFICER
             and Assistant Secretary)                      
          
          
          /S/  MARC D. MOSELEY
          -----------------------------  PRINCIPAL ACCOUNTING   AUGUST 4, 1997
            (Marc D. Moseley, Acting     OFFICER
                  Controller)


          /S/  ROBERT A. WOOLDRIDGE
          -----------------------------  DIRECTOR               AUGUST 4, 1997
             (Robert A. Wooldridge)          


                                         II-6
          <PAGE>


                                  POWER OF ATTORNEY

          The Plan hereby  appoints the  Agents for Service  named in  this
          registration  statement,  and  each  of them  severally,  as  its
          attorney-in-fact to sign in its name  and behalf and to file with
          the Securities  and Exchange Commission, any  and all amendments,
          including   post-effective   amendments,  to   this  registration
          statement.


                                      SIGNATURES

          The  Plan.  Pursuant to the requirements of the Securities Act of
          1933,  the  ENSERCH  Corporation  Employees  Stock  Purchase  and
          Savings  Plan has duly  caused this registration  statement to be
          signed  on   its  behalf  by  the   undersigned,  thereunto  duly
          authorized, in the City of Dallas, and the State of Texas, on the
          4th day of August, 1997.                                        


   
                                         ENSERCH Corporation Employees
                                         Stock Purchase and Savings Plan


                                         By  /s/ W.T. Satterwhite    
                                           -------------------------
                                             (W.T. Satterwhite
                                              Senior Vice President
                                              and General Counsel)


                                         II-7
          <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(a) --   Bylaws, as amended, of the Company.

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

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

          15(a)                    --   Letter of Deloitte & Touche LLP
                                        regarding unaudited interim 
                                        financial information.

          15(b)                    --   Letter of Deloitte & Touche LLP
                                        regarding unaudited interim
                                        financial information. 

          23(a)                    --   TUC Independent Auditors' Consent.

          23(b)                    --   ENSERCH    Independent    Auditors'
                                        Consent.

          23(c)                    --   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 Pages  II-6
                                        and II-7).
          ---------------
          *Incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF TUC HOLDING COMPANY", "secsgml_size_bytes": 33137}]
{"company-data": {"conformed-name": "TUC HOLDING CO", "cik": "0001023291", "assigned-sic": "4911", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32835", "film-number": "97651317"}, "business-address": {"street1": "C/O TEXAS UTILITIES CO", "street2": "1601 BRYAN STREET", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2148124600"}, "mail-address": {"street1": "TEXAS UTILITIES CO", "street2": "1601 BRYAN STREET", "city": "DALLAS", "state": "TX", "zip": "75201"}}
Registration No. 333-         
          =================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                         -----------------------------------
                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                           
                         -----------------------------------
                                 TUC HOLDING COMPANY

                        TO BE KNOWN AS TEXAS UTILITIES COMPANY
                (Exact name of registrant as specified in its charter)

                  TEXAS                                  75-2669310
             (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)

                         -----------------------------------
                                 ENSERCH CORPORATION

                              EMPLOYEES STOCK PURCHASE 

                                   AND SAVINGS PLAN

                               (Full title of the Plan)

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

            ROBERT A. WOOLDRIDGE,   PETER B. TINKHAM,    ROBERT J. REGER,
                    ESQ.                  ESQ.               JR., ESQ.
             Worsham, Forsythe &      Treasurer and      Reid & Priest LLP
             Wooldridge, L.L.P.         Assistant       40 West 57th Street
              1601 Bryan Street         Secretary       New York, New York 
            Dallas, Texas  75201      Energy Plaza             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    PROPOSED
          TITLE OF                      MAXIMUM     MAXIMUM
          SECURITIES     AMOUNT         OFFERING    AGGREGATE   AMOUNT OF
          TO BE          TO BE          PRICE PER   OFFERING   REGISTRATION
          REGISTERED     REGISTERED(1)  SHARE(2)    PRICE(2)       FEE
          -----------------------------------------------------------------
          Common Stock, 
          without par      200,000
          value            shares      $35.0625    $7,012,500     $2,125
          =================================================================

          (1) In addition, pursuant to Rule 416(c) under the Securities Act
          of 1933 (1933  Act), this registration  statement also covers  an
          indeterminate amount of interests to be offered or  sold pursuant
          to the employee benefit plan described herein.
          (2) 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 ($35.0625  per share)  of  the highest  and the
          lowest sale price  of Texas Utilities  Company's common stock  on
          the NYSE composite tape on August 1, 1997).

          =================================================================
EXPLANATORY NOTE

               THE REGISTRANT HEREUNDER, TUC HOLDING COMPANY  (COMPANY), IS
          A TEXAS  CORPORATION, ORGANIZED FOR  THE PURPOSE OF  BECOMING THE
          HOLDING COMPANY  FOR TEXAS UTILITIES  COMPANY (TUC) AND   ENSERCH
          CORPORATION (ENSERCH) AT THE EFFECTIVE TIME OF THE MERGERS OF TUC
          AND  ENSERCH  INTO  WHOLLY  OWNED  SUBSIDIARIES  OF  THE  COMPANY
          (MERGERS).  AT THE EFFECTIVE TIME OF THE MERGERS, (I) THE COMPANY
          WILL  CHANGE ITS NAME TO  TEXAS UTILITIES COMPANY,  (II) TUC WILL
          CHANGE ITS NAME  TO TEXAS  ENERGY INDUSTRIES, INC.,  (III)   EACH
          SHARE  OF COMMON STOCK OF ENSERCH HELD BY THE ENSERCH CORPORATION
          EMPLOYEES  STOCK  PURCHASE  AND   SAVINGS  PLAN  (PLAN)  WILL  BE
          AUTOMATICALLY CONVERTED INTO APPROXIMATELY  0.225 SHARE OF COMMON
          STOCK  OF THE  COMPANY, AND (IV)  SHARES OF  COMMON STOCK  OF THE
          COMPANY WILL THEREAFTER BE OFFERED AND SOLD UNDER THE PLAN.

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               The  following  documents,  which  have been  filed  by  the
          Company or its predecessors and  the Plan in effect prior to  the
          Mergers  (Predecessor  Plan)  with the  Securities  and  Exchange
          Commission (Commission)  pursuant to the  Securities Exchange Act
          of  1934,  as amended  (1934  Act)  are  incorporated  herein  by
          reference:

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

               (b)  Quarterly Report of  TUC on Form  10-Q for the  Quarter
                    ended March 31, 1997, File No. 1-3591.

               (c)  Annual  Report of  ENSERCH on  Form 10-K  for  the year
                    ended December 31, 1996, File No. 1-3183.

               (d)  Quarterly  Report  of  ENSERCH  on Form  10-Q  for  the
                    Quarter ended March 31, 1997, File No. 1-3183.

               (e)  Current Report of ENSERCH on Form 8-K dated January 14,
                    1997, File No. 1-3183.

               (f)  Current  Report of ENSERCH on  Form 8-K dated March 12,
                    1997, File No. 1-3183.

               (g)  Current  Report of  ENSERCH on Form  8-K dated  June 5,
                    1997, File No. 1-3183.

               (h)  Current Report of  ENSERCH on  Form 8-K  dated July  3,
                    1997, File No. 1-3183.

               (i)  Current Report of  ENSERCH on  Form 8-K  dated August 4,
                    1997, File No. 1-3183.

               (j)  Annual Report of  the Predecessor Plan on Form 11-K for
                    the fiscal year ended December 31, 1996.  

               (k)  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 filed by the Company, its predecessors and the
          Plan pursuant to Section  13(a), 13(c), 14  or 15(d) of the  1934
          Act   after  the  date  of  this  Prospectus  and  prior  to  the
          termination of  the  offering hereunder  shall  be deemed  to  be
          incorporated by reference  in this  Prospectus 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 Prospectus 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  Prospectus  are  sometimes
          hereinafter referred to as the "Incorporated Documents."

                                         II-1
Any statement contained in an Incorporated Document shall be
          deemed  to  be  modified  or  superseded  for  purposes  of  this
          Prospectus  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 Prospectus.

          ITEM 4.  DESCRIPTION OF SECURITIES.

               Not Applicable.

          ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

               At May  31, 1997, members of the firm of Worsham, Forsythe &
          Wooldridge,  L.L.P.  owned  approximately  46,200  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,
               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."

                                         II-2
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 for:

                         (a) a breach  of a 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  a  director to  the
                    Corporation  or  an  act   or  omission  that  involved
                    intentional  misconduct or  a knowing violation  of the
                    law;

                         (c)  a transaction from  which a 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
                    a 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 21 of the Company's bylaws provides as follows:

                    "Section  21.  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  21  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

                                         II-3
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.

          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(a)  --   Bylaws, as amended, of the 
                                                Company.
               5(a)                        --   Opinion of Reid & Priest LLP.
               5(b)                        --   Opinion of Worsham, Forsythe &
                                                Wooldridge, L.L.P.
               15(a)                       --   Letter of Deloitte & Touche
                                                LLP regarding unaudited
                                                interim financial information. 
               15(b)                       --   Letter of Deloitte & Touche 
                                                LLP regarding unaudited 
                                                interim financial information.
               23(a)                       --   TUC Independent Auditors' 
                                                Consent.
               23(b)                       --   ENSERCH Independent Auditors'
                                                Consent.
               23(c)                       --   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 Pages  
                                                II-6 and II-7).

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

               UNDERTAKING.   The Company will submit  or has submitted the
          Plan  and any amendment  thereto to the  Internal Revenue Service
          (IRS) in  a timely manner and  has made or will  make all changes
          required by the IRS in order to qualify the Plan.

          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
               
                                         II-4
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
               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

               THE  REGISTRANT.    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 4th DAY OF AUGUST, 1997.

                                                 TUC HOLDING 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    AUGUST 4, 1997
            (Erle Nye, Chairman and      OFFICER AND DIRECTOR
                Chief Executive)       
         

          /S/  PETER B. TINKHAM
          -----------------------------  PRINCIPAL FINANCIAL    AUGUST 4, 1997
          (Peter B. Tinkham, Treasurer   OFFICER
             and Assistant Secretary)                      
          
          
          /S/  MARC D. MOSELEY
          -----------------------------  PRINCIPAL ACCOUNTING   AUGUST 4, 1997
            (Marc D. Moseley, Acting     OFFICER
                  Controller)

          /S/  ROBERT A. WOOLDRIDGE
          -----------------------------  DIRECTOR               AUGUST 4, 1997
             (Robert A. Wooldridge)          

                                         II-6
POWER OF ATTORNEY

          The Plan hereby  appoints the  Agents for Service  named in  this
          registration  statement,  and  each  of them  severally,  as  its
          attorney-in-fact to sign in its name  and behalf and to file with
          the Securities  and Exchange Commission, any  and all amendments,
          including   post-effective   amendments,  to   this  registration
          statement.

                                      SIGNATURES

          The  Plan.  Pursuant to the requirements of the Securities Act of
          1933,  the  ENSERCH  Corporation  Employees  Stock  Purchase  and
          Savings  Plan has duly  caused this registration  statement to be
          signed  on   its  behalf  by  the   undersigned,  thereunto  duly
          authorized, in the City of Dallas, and the State of Texas, on the
          4th day of August, 1997.                                        

   
                                         ENSERCH Corporation Employees
                                         Stock Purchase and Savings Plan

                                         By  /s/ W.T. Satterwhite    
                                           -------------------------
                                             (W.T. Satterwhite
                                              Senior Vice President
                                              and General Counsel)

                                         II-7
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(a) --   Bylaws, as amended, of the Company.

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

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

          15(a)                    --   Letter of Deloitte & Touche LLP
                                        regarding unaudited interim 
                                        financial information.

          15(b)                    --   Letter of Deloitte & Touche LLP
                                        regarding unaudited interim
                                        financial information. 

          23(a)                    --   TUC Independent Auditors' Consent.

          23(b)                    --   ENSERCH    Independent    Auditors'
                                        Consent.

          23(c)                    --   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 Pages  II-6
                                        and II-7).
          ---------------
          *Incorporated herein by reference.