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

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

                                EMPLOYEES' THRIFT PLAN

                                        OF THE

                            TEXAS UTILITIES COMPANY SYSTEM

                               (Full title of the Plan)

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

            ROBERT A. WOOLDRIDGE,   PETER B. TINKHAM,    ROBERT J. REGER,
                    ESQ.                  ESQ.               JR., ESQ.
             Worsham, Forsythe &      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    3,000,000
          value           shares         $35.0625   $105,187,500    $31,875
          ===================================================================

          (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 Employees' Thrift Plan  of
          the Texas  Utilities Company  System (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 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

                                         II-1

          <PAGE>

          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.

                    "The  foregoing rights shall not  be exclusive of other
               rights  to which any such  director, officer or employee (or

                                         II-2
         <PAGE>

               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 purchase,  entering
               into, maintaining or providing of insurance, indemnification
               
                                           II-3
               <PAGE>


               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.



               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-4
          <PAGE>


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

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

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

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

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

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


                                        EMPLOYEES' THRIFT PLAN OF THE
                                        TEXAS UTILITIES COMPANY SYSTEM


                                        By  /s/  Peter B. Tinkham       
                                          --------------------------------
                                            (Peter B. Tinkham, Chairman
                                          Employees' Thrift Plan Committee)






                                         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": 33300}]
{"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": "333-32839", "film-number": "97651324"}, "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

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

                                EMPLOYEES' THRIFT PLAN

                                        OF THE

                            TEXAS UTILITIES COMPANY SYSTEM

                               (Full title of the Plan)

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

            ROBERT A. WOOLDRIDGE,   PETER B. TINKHAM,    ROBERT J. REGER,
                    ESQ.                  ESQ.               JR., ESQ.
             Worsham, Forsythe &      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    3,000,000
          value           shares         $35.0625   $105,187,500    $31,875
          ===================================================================

          (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 Employees' Thrift Plan  of
          the Texas  Utilities Company  System (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 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

                                         II-1
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.

                    "The  foregoing rights shall not  be exclusive of other
               rights  to which any such  director, officer or employee (or

                                         II-2
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 purchase,  entering
               into, maintaining or providing of insurance, indemnification
               
                                           II-3
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.

               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-4
(ii)   To reflect in  the prospectus any  facts or
                    events  arising   after  the  effective   date  of  the
                    registration   statement  (or  the  most  recent  post-
                    effective amendment thereof) which, individually or  in
                    the aggregate,  represent a  fundamental change  in the
                    information set forth in the registration statement;

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

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

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

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

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

                                        EMPLOYEES' THRIFT PLAN OF THE
                                        TEXAS UTILITIES COMPANY SYSTEM

                                        By  /s/  Peter B. Tinkham       
                                          --------------------------------
                                            (Peter B. Tinkham, Chairman
                                          Employees' Thrift Plan Committee)

                                         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.