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 AND INCENTIVE COMPENSATION PLAN

                                        OF THE

                            TEXAS UTILITIES COMPANY SYSTEM
                               (Full title of the Plan)
                          _________________________________

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

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

                           CALCULATION OF REGISTRATION FEE

        ====================================================================
                                        PROPOSED
                                        MAXIMUM     PROPOSED
                                        OFFERING    MAXIMUM
          TITLE OF        AMOUNT TO      PRICE      AGGREGATE    AMOUNT OF
        SECURITIES TO        BE           PER       OFFERING    REGISTRATION
        BE REGISTERED   REGISTERED(1)   SHARE(2)     PRICE(2)       FEE
        --------------------------------------------------------------------
        Common Stock,     400,000      $35.0625   $14,025,000      $4,250
        without par        shares          
        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 AND INCENTIVE
          COMPENSATION 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 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 AND INCENTIVE
                                        COMPENSATION PLAN OF THE
                                        TEXAS UTILITIES COMPANY SYSTEM


                                        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.
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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 AND INCENTIVE COMPENSATION PLAN

                                        OF THE

                            TEXAS UTILITIES COMPANY SYSTEM
                               (Full title of the Plan)
                          _________________________________

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

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

                           CALCULATION OF REGISTRATION FEE

        ====================================================================
                                        PROPOSED
                                        MAXIMUM     PROPOSED
                                        OFFERING    MAXIMUM
          TITLE OF        AMOUNT TO      PRICE      AGGREGATE    AMOUNT OF
        SECURITIES TO        BE           PER       OFFERING    REGISTRATION
        BE REGISTERED   REGISTERED(1)   SHARE(2)     PRICE(2)       FEE
        --------------------------------------------------------------------
        Common Stock,     400,000      $35.0625   $14,025,000      $4,250
        without par        shares          
        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 AND INCENTIVE
          COMPENSATION 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 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 AND INCENTIVE
                                        COMPENSATION PLAN OF THE
                                        TEXAS UTILITIES COMPANY SYSTEM

                                        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.