UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                  FORM S-8



           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           TEXAS UTILITIES COMPANY
                         (doing business as TXU Corp)
 -----------------------------------------------------------------------------
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              Texas                               75-2669310
 ------------------------------------------------------------------------------
   (State or other jurisdiction           (I.R.S. Employer 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, Esq.   PETER B. TINKHAM, Esq.   ROBERT J. REGER, JR.,
   Worsham, Forsythe &       Secretary and Assistant           Esq.
   Wooldridge, L.L.P.              Treasurer           Thelen Reid & Priest
      Energy Plaza               Energy Plaza                  LLP
   1601 Bryan Street         1601 Bryan Street        40 West 57th Street
 Dallas, Texas, 75201       Dallas, Texas  75201       New York, New York
    (214) 979-3000            (214) 812-4600                  10019
                                                         (212) 603-2000

 -----------------------------------------------------------------------------
                  (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            OFFERING     REGISTRATION
REGISTERED     REGISTERED(1)      PER SHARE(2)     PRICE(2)     FEE
----------------------------------------------------------------------------
Common Stock,
without par
value        4,000,000 shares      $33.40625      $133,625,000    $35,277
----------------------------------------------------------------------------

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 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
    ($33.40625 per share) of the highest and the lowest sale price of Texas
    Utilities Company's common stock on the NYSE composite tape on December
    14, 1999).


<PAGE>

                                   PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by Texas Utilities
Company, doing business as TXU Corp (Company or TXU Corp), and the Employees'
Thrift Plan of the Texas Utilities Company System with the Securities and
Exchange Commission (Commission) pursuant to the Securities Exchange Act of
1934, as amended (1934 Act) are incorporated herein by reference into this
registration statement:

         (a)   Annual Report of TXU Corp on Form 10-K for the year ended
               December 31, 1998, File No. 1-12833.

         (b)   Quarterly Reports of TXU Corp on Form 10-Q for the Quarters
               ended March 31, June 30, and September 30, 1999 and Amended
               Quarterly Report of TXU Corp on Form 10-Q/A for the Quarter
               ended September 30, 1999, File No. 1-12833.

         (c)   Current Report of TXU Corp on Form 8-K dated June 18,
               1999, File No. 1-12833.

         (d)   Current Report of TXU Corp on Form 8-K dated August 6, 1999,
               File No. 1-12833.

         (e)   Current Report of TXU Corp on Form 8-K dated October 1, 1999,
               File No. 1-12833.

         (f)   Current Report of TXU Corp on Form 8-K dated October 18,
               1999, File No. 1-12833.

         (g)   Annual Report of Employees Thrift Plan of the Texas
               Utilities Company  System on Form 11-K for the Fiscal Year
               ended December 31, 1998, File No. 1-12833.

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         At June 30, 1999, members of the firm of Worsham, Forsythe &
Wooldridge, L.L.P. owned approximately 41,000 shares of the common stock
of the Company.


                                      II-2
<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

         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 Amended and Restated Articles of Incorporation of
the Company provides as follows:

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

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

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


                                       II-3
<PAGE>

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

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

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

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

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

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


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

                 PREVIOUSLY FILED*
             ------------------------
             WITH FILE           AS
EXHIBIT       NUMBER          EXHIBIT
-------      --------         -------
 4(a)        333-79221         4(a)  --    Amended and Restated Articles of
             333-79221-01,                  Incorporation of the Company.
             333-79221-02,
             333-79221-03

 4(b)        333-45657         4(b)  --    Bylaws, as amended, of the Company.
 5(a)                                --    Opinion of Thelen Reid & Priest LLP.
 5(b)                                --    Opinion of Worsham, Forsythe &
                                           Wooldridge, L.L.P.
 15                                  --    Letter of Deloitte & Touche LLP
                                           regarding unaudited interim
                                           financial information.
 23(a)                               --    Consent  of Deloitte & Touche  LLP.


                                       II-4
<PAGE>


 23(b)                               --    Consent of PricewaterhouseCoopers.
 23(c)                               --    Consents of Thelen Reid & Priest LLP
                                           and Worsham, Forsythe & Wooldridge,
                                           L.L.P. are contained in Exhibits
                                           5(a) and 5(b), respectively.
 24                                  --    Power of Attorney (see Pages II-6
                                           and II-7).
-----------------
*Incorporated herein by reference.


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

ITEM 9. UNDERTAKINGS.

        (a)  The undersigned registrant hereby undertakes:

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

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

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

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

        provided, however, that paragraphs (a)(1)(i) and (ii) do not apply
        if the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed
        with or furnished to the Commission by the registrant  pursuant to
        Sections 13 or 15(d) of the 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 therein, 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, each filing of the registrant's annual report pursuant
        to Sections 13(a) or 15(d) of the Exchange Act and each filing of the
        annual report of the Employees' Thrift Plan of the Texas Utilities
        Company System pursuant to Section 15(d) of the Securities Exchange
        Act 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 Texas Utilities Company whose
signature appears below hereby appoints the Agents for Service named in this
registration statement, and each of them severally, as his attorney-in-fact to
sign in his 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 on its behalf.

                                 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on  its  behalf  by the undersigned,
thereunto duly authorized, in the City of Dallas, and  State of Texas, on the
20th day of December, 1999.

                                                TEXAS UTILITIES COMPANY
                                                (doing business as TXU Corp)

                                                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
---------------------------     Officer and Director       December 20, 1999
(Erle Nye, Chairman of the
Board and Chief Executive)

/s/   Michael J. McNally        Principal Financial
---------------------------     Officer                    December 20, 1999
(Michael J. McNally,
Executive Vice President
and Chief Financial Officer)

/s/   Jerry W. Pinkerton        Principal Accounting
---------------------------     Officer                    December 20, 1999
(Jerry W. Pinkerton,
Controller)

/s/   D. C. Bonham              Director
---------------------------                                December 20, 1999
(Derek C. Bonham)

/s/   J. S. Farrington          Director
---------------------------                                December 20, 1999
(J. S. Farrington)

/s/   William M. Griffin        Director                   December 20, 1999
---------------------------
(William M. Griffin)

/s/   Kerney Laday              Director                   December 20, 1999
---------------------------
(Kerney Laday)

/s/   Margaret N. Maxey         Director                   December 20, 1999
---------------------------
(Margaret N. Maxey)

/s/   James A. Middleton        Director                   December 20, 1999
---------------------------
(James A. Middleton)

/s/   J. E. Oesterreicher       Director                   December 20, 1999
---------------------------
(J.E. Oesterreicher)

/s/   Charles R. Perry          Director                   December 20, 1999
---------------------------
(Charles R. Perry)

/s/   Herbert H. Richardson     Director                   December 20, 1999
---------------------------
(Herbert H. Richardson)


                                       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 17th day of
December, 1999.


                                            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)        333-79221         4(a)  --    Amended and Restated Articles of
             333-79221-01,                  Incorporation of the Company.
             333-79221-02,
             333-79221-03

 4(b)        333-45657         4(b)  --    Bylaws, as amended, of the Company.

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

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

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

 23(a)                               --    Consent  of Deloitte & Touche  LLP.

 23(b)                               --    Consent of PricewaterhouseCoopers.

 23(c)                               --    Consents of Thelen 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.


                                      II-8
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UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                  FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           TEXAS UTILITIES COMPANY
                         (doing business as TXU Corp)
 -----------------------------------------------------------------------------
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              Texas                               75-2669310
 ------------------------------------------------------------------------------
   (State or other jurisdiction           (I.R.S. Employer 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, Esq.   PETER B. TINKHAM, Esq.   ROBERT J. REGER, JR.,
   Worsham, Forsythe &       Secretary and Assistant           Esq.
   Wooldridge, L.L.P.              Treasurer           Thelen Reid & Priest
      Energy Plaza               Energy Plaza                  LLP
   1601 Bryan Street         1601 Bryan Street        40 West 57th Street
 Dallas, Texas, 75201       Dallas, Texas  75201       New York, New York
    (214) 979-3000            (214) 812-4600                  10019
                                                         (212) 603-2000

 -----------------------------------------------------------------------------
                  (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            OFFERING     REGISTRATION
REGISTERED     REGISTERED(1)      PER SHARE(2)     PRICE(2)     FEE
----------------------------------------------------------------------------
Common Stock,
without par
value        4,000,000 shares      $33.40625      $133,625,000    $35,277
----------------------------------------------------------------------------

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 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
    ($33.40625 per share) of the highest and the lowest sale price of Texas
    Utilities Company's common stock on the NYSE composite tape on December
    14, 1999).
PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by Texas Utilities
Company, doing business as TXU Corp (Company or TXU Corp), and the Employees'
Thrift Plan of the Texas Utilities Company System with the Securities and
Exchange Commission (Commission) pursuant to the Securities Exchange Act of
1934, as amended (1934 Act) are incorporated herein by reference into this
registration statement:

         (a)   Annual Report of TXU Corp on Form 10-K for the year ended
               December 31, 1998, File No. 1-12833.

         (b)   Quarterly Reports of TXU Corp on Form 10-Q for the Quarters
               ended March 31, June 30, and September 30, 1999 and Amended
               Quarterly Report of TXU Corp on Form 10-Q/A for the Quarter
               ended September 30, 1999, File No. 1-12833.

         (c)   Current Report of TXU Corp on Form 8-K dated June 18,
               1999, File No. 1-12833.

         (d)   Current Report of TXU Corp on Form 8-K dated August 6, 1999,
               File No. 1-12833.

         (e)   Current Report of TXU Corp on Form 8-K dated October 1, 1999,
               File No. 1-12833.

         (f)   Current Report of TXU Corp on Form 8-K dated October 18,
               1999, File No. 1-12833.

         (g)   Annual Report of Employees Thrift Plan of the Texas
               Utilities Company  System on Form 11-K for the Fiscal Year
               ended December 31, 1998, File No. 1-12833.

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         At June 30, 1999, members of the firm of Worsham, Forsythe &
Wooldridge, L.L.P. owned approximately 41,000 shares of the common stock
of the Company.

                                      II-2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

         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 Amended and Restated Articles of Incorporation of
the Company provides as follows:

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

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

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

                                       II-3
(d) an act or omission for which the liability of the
                       director is expressly provided for by an applicable
                       statute.

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

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

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

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

                 PREVIOUSLY FILED*
             ------------------------
             WITH FILE           AS
EXHIBIT       NUMBER          EXHIBIT
-------      --------         -------
 4(a)        333-79221         4(a)  --    Amended and Restated Articles of
             333-79221-01,                  Incorporation of the Company.
             333-79221-02,
             333-79221-03

 4(b)        333-45657         4(b)  --    Bylaws, as amended, of the Company.
 5(a)                                --    Opinion of Thelen Reid & Priest LLP.
 5(b)                                --    Opinion of Worsham, Forsythe &
                                           Wooldridge, L.L.P.
 15                                  --    Letter of Deloitte & Touche LLP
                                           regarding unaudited interim
                                           financial information.
 23(a)                               --    Consent  of Deloitte & Touche  LLP.

                                       II-4
23(b)                               --    Consent of PricewaterhouseCoopers.
 23(c)                               --    Consents of Thelen Reid & Priest LLP
                                           and Worsham, Forsythe & Wooldridge,
                                           L.L.P. are contained in Exhibits
                                           5(a) and 5(b), respectively.
 24                                  --    Power of Attorney (see Pages II-6
                                           and II-7).
-----------------
*Incorporated herein by reference.

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

ITEM 9. UNDERTAKINGS.

        (a)  The undersigned registrant hereby undertakes:

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

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

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

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

        provided, however, that paragraphs (a)(1)(i) and (ii) do not apply
        if the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed
        with or furnished to the Commission by the registrant  pursuant to
        Sections 13 or 15(d) of the 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 therein, 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, each filing of the registrant's annual report pursuant
        to Sections 13(a) or 15(d) of the Exchange Act and each filing of the
        annual report of the Employees' Thrift Plan of the Texas Utilities
        Company System pursuant to Section 15(d) of the Securities Exchange
        Act 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 Texas Utilities Company whose
signature appears below hereby appoints the Agents for Service named in this
registration statement, and each of them severally, as his attorney-in-fact to
sign in his 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 on its behalf.

                                 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on  its  behalf  by the undersigned,
thereunto duly authorized, in the City of Dallas, and  State of Texas, on the
20th day of December, 1999.

                                                TEXAS UTILITIES COMPANY
                                                (doing business as TXU Corp)

                                                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
---------------------------     Officer and Director       December 20, 1999
(Erle Nye, Chairman of the
Board and Chief Executive)

/s/   Michael J. McNally        Principal Financial
---------------------------     Officer                    December 20, 1999
(Michael J. McNally,
Executive Vice President
and Chief Financial Officer)

/s/   Jerry W. Pinkerton        Principal Accounting
---------------------------     Officer                    December 20, 1999
(Jerry W. Pinkerton,
Controller)

/s/   D. C. Bonham              Director
---------------------------                                December 20, 1999
(Derek C. Bonham)

/s/   J. S. Farrington          Director
---------------------------                                December 20, 1999
(J. S. Farrington)

/s/   William M. Griffin        Director                   December 20, 1999
---------------------------
(William M. Griffin)

/s/   Kerney Laday              Director                   December 20, 1999
---------------------------
(Kerney Laday)

/s/   Margaret N. Maxey         Director                   December 20, 1999
---------------------------
(Margaret N. Maxey)

/s/   James A. Middleton        Director                   December 20, 1999
---------------------------
(James A. Middleton)

/s/   J. E. Oesterreicher       Director                   December 20, 1999
---------------------------
(J.E. Oesterreicher)

/s/   Charles R. Perry          Director                   December 20, 1999
---------------------------
(Charles R. Perry)

/s/   Herbert H. Richardson     Director                   December 20, 1999
---------------------------
(Herbert H. Richardson)

                                       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 17th day of
December, 1999.

                                            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)        333-79221         4(a)  --    Amended and Restated Articles of
             333-79221-01,                  Incorporation of the Company.
             333-79221-02,
             333-79221-03

 4(b)        333-45657         4(b)  --    Bylaws, as amended, of the Company.

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

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

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

 23(a)                               --    Consent  of Deloitte & Touche  LLP.

 23(b)                               --    Consent of PricewaterhouseCoopers.

 23(c)                               --    Consents of Thelen 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.

                                      II-8