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)

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

                              DEFERRED COMPENSATION PLAN

                               FOR OUTSIDE DIRECTORS OF

                               TEXAS UTILITIES COMPANY

                               (Full title of the Plan)

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


      ROBERT A. WOOLDRIDGE, ESQ.  PETER B. TINKHAM, ESQ.  ROBERT J. REGER, JR.,
          Worsham, Forsythe &          Treasurer and               ESQ.
          Wooldridge, L.L.P.        Assistant Secretary     Reid & Priest LLP
           1601 Bryan Street           Energy Plaza        40 West 57th Street
         Dallas, Texas  75201        1601 Bryan Street     New York, New York 
            (214) 979-3000         Dallas, Texas  75201           10019
                                      (214) 812-4600          (212) 603-2000

            (Names, addresses and telephone numbers, including area codes,
                                of agents for service)

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

                           CALCULATION OF REGISTRATION FEE

      =========================================================================
                                           PROPOSED
                                            MAXIMUM    PROPOSED
                                           OFFERING     MAXIMUM
          TITLE OF                           PRICE     AGGREGATE    AMOUNT OF
      SECURITIES TO BE      AMOUNT TO         PER      OFFERING    REGISTRATION
         REGISTERED     BE REGISTERED(1)   SHARE(2)    PRICE(2)        FEE
      -------------------------------------------------------------------------
      Common Stock,     100,000 shares    $35.0625   $3,506,250      $1,063
      without par
      value
      =========================================================================
     (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) THE
          COMPANY WILL BECOME THE SPONSOR OF THE DEFERRED COMPENSATION PLAN
          FOR OUTSIDE DIRECTORS OF TEXAS UTILITIES COMPANY (PLAN), (iv) ALL
          SHARES  OF  COMMON  STOCK  OF  TUC  HELD  BY  THE  PLAN  WILL  BE
          AUTOMATICALLY CONVERTED INTO AN EQUAL NUMBER OF SHARES OF  COMMON
          STOCK OF  THE COMPANY,  AND (v)  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 Employees' Thrift Plan of the
          Texas Utilities  Company System  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 June 30, 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

                                      II-1
     <PAGE>

          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."

             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.

                                      II-2
     <PAGE>

               "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 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

                                      II-3
     <PAGE>

             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
          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.


          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

                                      II-4
      <PAGE>

                 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  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
       ---------------------------   OFFICER AND DIRECTOR
        (Erle Nye, Chairman of the
        Board and Chief Executive)


         /s/     PETER B. TINKHAM    PRINCIPAL FINANCIAL      AUGUST 4, 1997
       ---------------------------   OFFICER
       (Peter B. Tinkham, Treasurer
         and Assistant Secretary)


         /s/     MARC D. MOSELEY     PRINCIPAL ACCOUNTING     AUGUST 4, 1997
       ---------------------------   OFFICER
            (Marc D. Moseley,
            Acting 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 Organization and Compensation Committee 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.



                                        DEFERRED COMPENSATION PLAN
                                        FOR OUTSIDE DIRECTORS OF
                                        TEXAS UTILITIES COMPANY


                                        By  /s/  PETER B. TINKHAM
                                          ---------------------------------
                                          (Peter B. Tinkham, Administrator)


                                      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": 32452}]
{"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": "333-32833", "film-number": "97651309"}, "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)

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

                              DEFERRED COMPENSATION PLAN

                               FOR OUTSIDE DIRECTORS OF

                               TEXAS UTILITIES COMPANY

                               (Full title of the Plan)

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

      ROBERT A. WOOLDRIDGE, ESQ.  PETER B. TINKHAM, ESQ.  ROBERT J. REGER, JR.,
          Worsham, Forsythe &          Treasurer and               ESQ.
          Wooldridge, L.L.P.        Assistant Secretary     Reid & Priest LLP
           1601 Bryan Street           Energy Plaza        40 West 57th Street
         Dallas, Texas  75201        1601 Bryan Street     New York, New York 
            (214) 979-3000         Dallas, Texas  75201           10019
                                      (214) 812-4600          (212) 603-2000

            (Names, addresses and telephone numbers, including area codes,
                                of agents for service)

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

                           CALCULATION OF REGISTRATION FEE

      =========================================================================
                                           PROPOSED
                                            MAXIMUM    PROPOSED
                                           OFFERING     MAXIMUM
          TITLE OF                           PRICE     AGGREGATE    AMOUNT OF
      SECURITIES TO BE      AMOUNT TO         PER      OFFERING    REGISTRATION
         REGISTERED     BE REGISTERED(1)   SHARE(2)    PRICE(2)        FEE
      -------------------------------------------------------------------------
      Common Stock,     100,000 shares    $35.0625   $3,506,250      $1,063
      without par
      value
      =========================================================================
     (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) THE
          COMPANY WILL BECOME THE SPONSOR OF THE DEFERRED COMPENSATION PLAN
          FOR OUTSIDE DIRECTORS OF TEXAS UTILITIES COMPANY (PLAN), (iv) ALL
          SHARES  OF  COMMON  STOCK  OF  TUC  HELD  BY  THE  PLAN  WILL  BE
          AUTOMATICALLY CONVERTED INTO AN EQUAL NUMBER OF SHARES OF  COMMON
          STOCK OF  THE COMPANY,  AND (v)  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 Employees' Thrift Plan of the
          Texas Utilities  Company System  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 June 30, 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

                                      II-1
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."

             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.

                                      II-2
"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 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

                                      II-3
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
          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.

          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

                                      II-4
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  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
       ---------------------------   OFFICER AND DIRECTOR
        (Erle Nye, Chairman of the
        Board and Chief Executive)

         /s/     PETER B. TINKHAM    PRINCIPAL FINANCIAL      AUGUST 4, 1997
       ---------------------------   OFFICER
       (Peter B. Tinkham, Treasurer
         and Assistant Secretary)

         /s/     MARC D. MOSELEY     PRINCIPAL ACCOUNTING     AUGUST 4, 1997
       ---------------------------   OFFICER
            (Marc D. Moseley,
            Acting 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 Organization and Compensation Committee 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.

                                        DEFERRED COMPENSATION PLAN
                                        FOR OUTSIDE DIRECTORS OF
                                        TEXAS UTILITIES COMPANY

                                        By  /s/  PETER B. TINKHAM
                                          ---------------------------------
                                          (Peter B. Tinkham, Administrator)

                                      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.