<PAGE>
 
                                                      Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                      ----------------------------------
                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      ----------------------------------
                            Texas Utilities Company
            (Exact name of registrant as specified in its charter)

            TEXAS                                       75-0705930
  (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)
                      ----------------------------------
                   Deferred and Incentive Compensation Plan
                                    of the
                        Texas Utilities Company System
                           (Full title of the Plan)
                      ----------------------------------
ROBERT A. WOOLDRIDGE, ESQ.    PETER B. TINKHAM      ROBERT J. REGER, JR., ESQ.
  Worsham, Forsythe &            Secretary              Reid & Priest LLP
   Wooldridge, L.L.P.           Energy Plaza           40 West 57th Street
   1601 Bryan Street          1601 Bryan Street     New York, New York  10019
  Dallas, Texas  75201       Dallas, Texas  75201        (212) 603-2000
     (214) 979-3000             (214) 812-4600
- --------------------------------------------------------------------------------

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================
                                                          PROPOSED          PROPOSED                  
                                                          MAXIMUM            MAXIMUM          
        TITLE OF                      AMOUNT TO        OFFERING PRICE       AGGREGATE            AMOUNT OF
SECURITIES TO BE REGISTERED        BE REGISTERED(1)     PER SHARE(2)     OFFERING PRICE(2)    REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
<S>                                <C>                 <C>               <C>                  <C> 
Common Stock, without par value     400,000 shares        $33.5625         $13,425,000           $4,629.31
==============================================================================================================
</TABLE>
(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) of the 1933 Act, solely for the purpose
of determining the registration fee (based on the average ($33.5625 per share)
of the highest and the lowest sale price of the Company's common stock on the
composite tape on May 24, 1995).

================================================================================
<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
  (Company) and the Deferred and Incentive Compensation Plan of the Texas
  Utilities Company System (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:

            1. Annual Report of the Company on Form 10-K for the year ended
       December 31, 1994.

            2. Quarterly Report of the Company on Form 10-Q for the quarter
       ended March 31, 1995.

            3. Current Report of the Company on Form 8-K dated May 19, 1995.

            4. Annual Report of the Plan on Form 11-K for the year ended 
       June 30, 1994.

            5. 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 subsequently filed by the Company or the Plan pursuant to
  Section 13(a), 13(c), 14 or 15(d) of the 1934 Act 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 date of filing of
  such documents. The documents which are incorporated by reference in this
  registration statement 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 February 28, 1995, members of the firm of Worsham, Forsythe &
  Wooldridge, L.L.P. owned approximately 47,000 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,
                                   
                                     II-1

                                      
<PAGE>
 
     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 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
                                  
                                     II-2

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

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

       Section 21 of the Company's bylaws provides as follows:

         "Section 21. Insurance, Indemnification and Other Arrangements. Without
       further specific approval of the shareholders of the corporation, the
       corporation may purchase, enter into, maintain or provide insurance,
       indemnification or other arrangements for the benefit of any person who
       is or was a director, officer, employee or agent of the corporation or is
       or was serving another entity at the request of the corporation as a
       director, officer, employee, agent or otherwise, to the fullest extent
       permitted by the laws of the State of Texas, including without limitation
       Art. 2.02-1 of the Texas Business Corporation Act or any successor
       provision, against any liability asserted against or incurred by any such
       person in any such capacity or arising out of such person's service in
       such capacity whether or not the corporation would otherwise have the
       power to indemnify against any such liability under the Texas Business
       Corporation Act. If the laws of the State of Texas are amended to
       authorize the purchase, entering into, maintaining or providing of
       insurance, indemnification or other arrangements in the nature of those
       permitted hereby to a greater extent than presently permitted, then the
       corporation shall have the power and authority to purchase, enter into,
       maintain and provide any additional arrangements in such regard as shall
       be permitted from time to time by the laws of the State of Texas without
       further approval of the shareholders of the corporation. No repeal or
       modification of such laws or this Section 21 shall adversely affect any
       such arrangement or right to indemnification existing at the time of such
       repeal or modification."

       The Company has entered into agreements with its officers and 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.

                                     II-3

<PAGE>
 
ITEM 8.  EXHIBITS.
                                                       
          PREVIOUSLY FILED*
         -------------------
         WITH FILE    AS
EXHIBIT   NUMBER    EXHIBIT
- -------  ---------  -------
4(a)      33-48880   4(a)     --  Restated Articles of Incorporation of Texas 
                                  Utilities Company.
4(b)      33-48880   4(b)     --  Bylaws, as amended, of Texas Utilities 
                                  Company.
15                            --  Letter of Deloitte & Touche LLP regarding 
                                  unaudited condensed interim financial 
                                  information.
23(a)                         --  Independent Auditors' Consent.
24                            --  Power of Attorney (see Page 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
       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

                                     II-4

<PAGE>
 
       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 31ST DAY OF
MAY, 1995.

                                     TEXAS UTILITIES COMPANY
 
                                     BY             /S/ ERLE NYE
                                       -----------------------------------------
                                       (ERLE NYE, PRESIDENT 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    
       (ERLE NYE, PRESIDENT AND 
          CHIEF EXECUTIVE)         
                                         
/S/      J.S. FARRINGTON                CHAIRMAN OF THE BOARD
- ---------------------------------------  AND DIRECTOR 
     (J.S. FARRINGTON, CHAIRMAN 
          OF THE BOARD)
                         
 /S/      H. JARRELL GIBBS              PRINCIPAL FINANCIAL 
- ---------------------------------------  OFFICER             
  (H. JARRELL GIBBS, VICE PRESIDENT) 
                                               
 /S/      H. DAN FARELL                 PRINCIPAL ACCOUNTING 
- ---------------------------------------  OFFICER              
     (H. DAN FARELL, CONTROLLER) 
                                         
 /S/      JACK W. EVANS                 DIRECTOR                MAY 31, 1995
- ---------------------------------------
         (JACK W. EVANS)
                        
 /S/      BAYARD H. FRIEDMAN            DIRECTOR
- ---------------------------------------
         (BAYARD H. FRIEDMAN)
                                       
 /S/      WILLIAM M. GRIFFIN            DIRECTOR     
- ---------------------------------------
         (WILLIAM M. GRIFFIN)
                             
 /S/      KERNEY LADAY                  DIRECTOR
- ---------------------------------------
         (KERNEY LADAY)
                       
 /S/      MARGARET N. MAXEY             DIRECTOR
- ---------------------------------------
         (MARGARET N. MAXEY)   
                               
 /S/      JAMES A. MIDDLETON            DIRECTOR
- ---------------------------------------
         (JAMES A. MIDDLETON)
                                       
 /S/      CHARLES R. PERRY              DIRECTOR
- ---------------------------------------
         (CHARLES R. PERRY) 
                                      
 /S/      HERBERT H. RICHARDSON         DIRECTOR
- ---------------------------------------
         (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
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 31ST DAY OF
MAY, 1995.



                                  DEFERRED AND INCENTIVE
                                  COMPENSATION PLAN OF THE
                                  TEXAS UTILITIES COMPANY SYSTEM


                                  BY  /S/        JAMES A. MIDDLETON
                                     -------------------------------------------
                                          (JAMES A. MIDDLETON, CHAIRMAN
                                       ORGANIZATION AND COMPENSATION COMMITTEE)

                                     II-7

<PAGE>
 
                                 EXHIBIT INDEX
 
          PREVIOUSLY FILED*
         -------------------
         WITH FILE     AS                                            SEQUENTIAL
EXHIBIT   NUMBER     EXHIBIT                                        PAGE NUMBER
- -------  ---------   -------                                        -----------
                                
4(a)     33-48880    4(a)     -- Restated Articles of Incorporation 
                                 of Texas Utilities Company.
4(b)     33-48880    4(b)     -- Bylaws, as amended, of Texas 
                                 Utilities Company.
15                            -- Letter of Deloitte & Touche LLP 
                                 regarding unaudited condensed
                                 interim financial information.
23(a)                         -- Independent Auditors' Consent.
24                            -- Power of Attorney (see Page II-6 
                                 and II-7).
______________
*Incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "DEFERRED AND INCENTIVE COMPENSATION PLAN", "secsgml_size_bytes": 25974}]
{"company-data": {"conformed-name": "TEXAS UTILITIES CO", "cik": "0000097561", "assigned-sic": "4911", "irs-number": "750705930", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59757", "film-number": "95544069"}, "business-address": {"street1": "2001 BRYAN TWR STE 1350", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2148124600"}}
Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                      ----------------------------------
                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      ----------------------------------
                            Texas Utilities Company
            (Exact name of registrant as specified in its charter)

            TEXAS                                       75-0705930
  (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)
                      ----------------------------------
                   Deferred and Incentive Compensation Plan
                                    of the
                        Texas Utilities Company System
                           (Full title of the Plan)
                      ----------------------------------
ROBERT A. WOOLDRIDGE, ESQ.    PETER B. TINKHAM      ROBERT J. REGER, JR., ESQ.
  Worsham, Forsythe &            Secretary              Reid & Priest LLP
   Wooldridge, L.L.P.           Energy Plaza           40 West 57th Street
   1601 Bryan Street          1601 Bryan Street     New York, New York  10019
  Dallas, Texas  75201       Dallas, Texas  75201        (212) 603-2000
     (214) 979-3000             (214) 812-4600
- --------------------------------------------------------------------------------

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

                        CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                          PROPOSED          PROPOSED                  
                                                          MAXIMUM            MAXIMUM          
        TITLE OF                      AMOUNT TO        OFFERING PRICE       AGGREGATE            AMOUNT OF
SECURITIES TO BE REGISTERED        BE REGISTERED(1)     PER SHARE(2)     OFFERING PRICE(2)    REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
Common Stock, without par value     400,000 shares        $33.5625         $13,425,000           $4,629.31
==============================================================================================================
(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) of the 1933 Act, solely for the purpose
of determining the registration fee (based on the average ($33.5625 per share)
of the highest and the lowest sale price of the Company's common stock on the
composite tape on May 24, 1995).

================================================================================
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
  (Company) and the Deferred and Incentive Compensation Plan of the Texas
  Utilities Company System (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:

            1. Annual Report of the Company on Form 10-K for the year ended
       December 31, 1994.

            2. Quarterly Report of the Company on Form 10-Q for the quarter
       ended March 31, 1995.

            3. Current Report of the Company on Form 8-K dated May 19, 1995.

            4. Annual Report of the Plan on Form 11-K for the year ended 
       June 30, 1994.

            5. 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 subsequently filed by the Company or the Plan pursuant to
  Section 13(a), 13(c), 14 or 15(d) of the 1934 Act 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 date of filing of
  such documents. The documents which are incorporated by reference in this
  registration statement 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 February 28, 1995, members of the firm of Worsham, Forsythe &
  Wooldridge, L.L.P. owned approximately 47,000 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,
                                   
                                     II-1
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 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
                                  
                                     II-2
(d) an act or omission for which the liability of a director is
       expressly provided for by an applicable statute.

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

       Section 21 of the Company's bylaws provides as follows:

         "Section 21. Insurance, Indemnification and Other Arrangements. Without
       further specific approval of the shareholders of the corporation, the
       corporation may purchase, enter into, maintain or provide insurance,
       indemnification or other arrangements for the benefit of any person who
       is or was a director, officer, employee or agent of the corporation or is
       or was serving another entity at the request of the corporation as a
       director, officer, employee, agent or otherwise, to the fullest extent
       permitted by the laws of the State of Texas, including without limitation
       Art. 2.02-1 of the Texas Business Corporation Act or any successor
       provision, against any liability asserted against or incurred by any such
       person in any such capacity or arising out of such person's service in
       such capacity whether or not the corporation would otherwise have the
       power to indemnify against any such liability under the Texas Business
       Corporation Act. If the laws of the State of Texas are amended to
       authorize the purchase, entering into, maintaining or providing of
       insurance, indemnification or other arrangements in the nature of those
       permitted hereby to a greater extent than presently permitted, then the
       corporation shall have the power and authority to purchase, enter into,
       maintain and provide any additional arrangements in such regard as shall
       be permitted from time to time by the laws of the State of Texas without
       further approval of the shareholders of the corporation. No repeal or
       modification of such laws or this Section 21 shall adversely affect any
       such arrangement or right to indemnification existing at the time of such
       repeal or modification."

       The Company has entered into agreements with its officers and 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.

                                     II-3
ITEM 8.  EXHIBITS.
                                                       
          PREVIOUSLY FILED*
         -------------------
         WITH FILE    AS
EXHIBIT   NUMBER    EXHIBIT
- -------  ---------  -------
4(a)      33-48880   4(a)     --  Restated Articles of Incorporation of Texas 
                                  Utilities Company.
4(b)      33-48880   4(b)     --  Bylaws, as amended, of Texas Utilities 
                                  Company.
15                            --  Letter of Deloitte & Touche LLP regarding 
                                  unaudited condensed interim financial 
                                  information.
23(a)                         --  Independent Auditors' Consent.
24                            --  Power of Attorney (see Page 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
       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

                                     II-4
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 31ST DAY OF
MAY, 1995.

                                     TEXAS UTILITIES COMPANY
 
                                     BY             /S/ ERLE NYE
                                       -----------------------------------------
                                       (ERLE NYE, PRESIDENT 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    
       (ERLE NYE, PRESIDENT AND 
          CHIEF EXECUTIVE)         
                                         
/S/      J.S. FARRINGTON                CHAIRMAN OF THE BOARD
- ---------------------------------------  AND DIRECTOR 
     (J.S. FARRINGTON, CHAIRMAN 
          OF THE BOARD)
                         
 /S/      H. JARRELL GIBBS              PRINCIPAL FINANCIAL 
- ---------------------------------------  OFFICER             
  (H. JARRELL GIBBS, VICE PRESIDENT) 
                                               
 /S/      H. DAN FARELL                 PRINCIPAL ACCOUNTING 
- ---------------------------------------  OFFICER              
     (H. DAN FARELL, CONTROLLER) 
                                         
 /S/      JACK W. EVANS                 DIRECTOR                MAY 31, 1995
- ---------------------------------------
         (JACK W. EVANS)
                        
 /S/      BAYARD H. FRIEDMAN            DIRECTOR
- ---------------------------------------
         (BAYARD H. FRIEDMAN)
                                       
 /S/      WILLIAM M. GRIFFIN            DIRECTOR     
- ---------------------------------------
         (WILLIAM M. GRIFFIN)
                             
 /S/      KERNEY LADAY                  DIRECTOR
- ---------------------------------------
         (KERNEY LADAY)
                       
 /S/      MARGARET N. MAXEY             DIRECTOR
- ---------------------------------------
         (MARGARET N. MAXEY)   
                               
 /S/      JAMES A. MIDDLETON            DIRECTOR
- ---------------------------------------
         (JAMES A. MIDDLETON)
                                       
 /S/      CHARLES R. PERRY              DIRECTOR
- ---------------------------------------
         (CHARLES R. PERRY) 
                                      
 /S/      HERBERT H. RICHARDSON         DIRECTOR
- ---------------------------------------
         (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
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 31ST DAY OF
MAY, 1995.

                                  DEFERRED AND INCENTIVE
                                  COMPENSATION PLAN OF THE
                                  TEXAS UTILITIES COMPANY SYSTEM

                                  BY  /S/        JAMES A. MIDDLETON
                                     -------------------------------------------
                                          (JAMES A. MIDDLETON, CHAIRMAN
                                       ORGANIZATION AND COMPENSATION COMMITTEE)

                                     II-7
EXHIBIT INDEX
 
          PREVIOUSLY FILED*
         -------------------
         WITH FILE     AS                                            SEQUENTIAL
EXHIBIT   NUMBER     EXHIBIT                                        PAGE NUMBER
- -------  ---------   -------                                        -----------
                                
4(a)     33-48880    4(a)     -- Restated Articles of Incorporation 
                                 of Texas Utilities Company.
4(b)     33-48880    4(b)     -- Bylaws, as amended, of Texas 
                                 Utilities Company.
15                            -- Letter of Deloitte & Touche LLP 
                                 regarding unaudited condensed
                                 interim financial information.
23(a)                         -- Independent Auditors' Consent.
24                            -- Power of Attorney (see Page II-6 
                                 and II-7).
______________
*Incorporated herein by reference.