<PAGE>
As filed with the Securities and Exchange Commission on February 14, 1995.
                                                 Registration No. 33-_________
_______________________________________________________________________________ 
                                                                               
                                               
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                     ______________________

                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   the Securities Act of 1933
                     ______________________

                    ENSERCH EXPLORATION, INC.
     (Exact name of Registrant as specified in its charter)

                      TEXAS                75-2556975
               (State or other          (I.R.S. Employer
                jurisdiction of         Identification No.)
                incorporation or
                organization)

               4849 GREENVILLE AVENUE, SUITE 1500
                    DALLAS, TEXAS 75206-1110
            (Address of principal Executive Offices)

       ENSERCH EXPLORATION, INC. 1994 STOCK INCENTIVE PLAN
                    (Full title of the Plan)

                       MICHAEL G. FORTADO
             VICE PRESIDENT AND CORPORATE SECRETARY
                    300 SOUTH ST. PAUL STREET
                    DALLAS, TEXAS 75201-5598
                          (214)651-8700
    (Name, address and telephone number of agent for service)

<TABLE>
                 CALCULATION OF REGISTRATION FEE
<CAPTION>
________________________________________________________________________________

                                                Proposed
                                Proposed        Maximum
Title of                        Maximum         Aggregate
Securities to   Amount to be    Offering Price  Offering      Amount of
be Registered   Registered(1)   Per Share(2)    Price (2)     Fee (2)
________________________________________________________________________________
<S>             <C>             <C>             <C>           <C>
Common Stock    2,000,000       $9.875          $19,750,000   $6,811
$1.00 par       shares
value
________________________________________________________________________________
</TABLE>
<footnote>
(1)  The registration statement also includes an indeterminable number of
     additional shares that may become issuable as a result of terminated,
     expired or surrendered options for Common Stock, or pursuant to the
     antidilution adjustment provisions of the plan.
(2)  In accordance with Rule 457(c), calculated on the basis of the average of
     the high and low prices for the Common Stock on the New York Stock
     Exchange Composite tape on February 10, 1995.
______________________________________________________________________________

<PAGE>
<PAGE>


                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference

     The following documents are incorporated by reference in the
registration statement:

          (a)  The Registrant's latest Annual Report on Form 10-K
     or, if the financial statements therein are more current, the
     Registrant's latest prospectus, other than the prospectus of
     which this document is a part, filed pursuant to rule 424(b)
     or (c) of the Securities and Exchange Commission under the
     Securities Act of 1933.

          (b)  All other reports filed by the Registrant pursuant
     to Sections 13(a) or 15(d) of the Securities Exchange Act of
     1934 since the end of the fiscal year covered by the Annual
     Report or the prospectus referred to in (a) above.

          (c)  The descriptions of the Registrant's Common Stock
     which are contained in the Registrant's registration
     statements filed under Section 12 of the Securities Exchange
     Act of 1934, including any amendment or reports filed for the
     purpose of updating such descriptions.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment to the
registration statement which indicates that all of the shares of
Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be
a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 also is or 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

     The validity of the Common Stock being registered hereunder
will be passed upon by William T. Satterwhite, Esquire, Senior Vice
President of the Company.  As of February 14, 1995, Mr. Satterwhite
owned 2,000 restricted shares of Common Stock and held options
to acquire 2,500 shares of Common Stock

Item 6.  Indemnification of Directors and Officers

     Registrant's Articles of Incorporation provide that, to the
fullest extent permitted by Texas law, directors of Registrant will
not be liable to Registrant or its shareholders for monetary
damages for any act or omission occurring in their capacity as a
director.  Texas law does not currently authorize the elimination
or limitation of the liability of a director to the extent the
director is found liable for (i) any breach of the director's duty
of loyalty to Registrant or its shareholders, (ii) acts or
omissions not in good faith that constitute a breach of duty of the
director of Registrant or which involve intentional misconduct or
a knowing violation of law, (iii) transactions 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 (iv) acts or omissions for which the liability of a
director is expressly provided by law.

     Registrant's Articles of Incorporation and its Bylaws grant
mandatory indemnification to directors and officers of Registrant
to the fullest extent authorized under the Texas Business
Corporation Act.  In general, a Texas corporation may indemnify a
director or officer who was, is or is threatened to be made a named
defendant or respondent in a proceeding by virtue of his position
in the corporation if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation and, in the case of criminal proceedings, had no
reasonable cause to believe his conduct was unlawful.  A Texas
corporation may indemnify a director or officer in an action
brought by or in the right of the corporation only if such director
or officer was not found liable to the corporation, unless or only
to the extent that a court finds him to be fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers or persons controlling Registrant
pursuant to the foregoing provisions, Registrant has been advised
that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

No.                           Description

4.1  Restated Articles of Incorporation of Registrant (incorporated
     herein by reference to Exhibit 3 of the Company's Report on
     Form 8-K dated December 30, 1994).

4.2  Bylaws of the Company as currently in effect (incorporated
     herein by reference to Exhibit 3.2 of the Company's
     Registration Statement No. 33-56792 on Form S-4).

4.3  1994 Stock Incentive Plan (incorporated by reference to
     Exhibit 10.1 of the Company's Registration Statement No. 33-
     56792 on Form S-4).

5    Opinion of W. T. Satterwhite.

15   Letter re unaudited interim financial information.

23.1 Consent of W. T. Satterwhite (contained in Exhibit 5).

23.2 Consent of Deloitte & Touche LLP.

24   Power(s) of Attorney.

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 (a)(1)(ii)
     shall not apply if the information required to be included in
     a post-effective amendment by those paragraphs is contained in
     periodic reports filed by the Registrant pursuant to
     Section 13 or Section 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 therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

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

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, 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.

     (c)  The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest Annual Report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to
provide such interim financial information.

     (d)  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 in Item 6, 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 proceedings) 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.


<PAGE>
<PAGE>
                           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 or amendment thereto to
be signed on its behalf by the undersigned, thereunto duly
authorized, in Dallas, Texas on February 13, 1995.

                              Enserch Exploration, Inc.


                                 /s/ D. W. Biegler
February 14, 1995             By ________________________________
                                 D. W. Biegler, Chairman


     Pursuant to the requirements of the Securities Exchange Act of
1933, this registration statement or amendment thereto has been
signed by the following persons in the capacities and on the dates
indicated:


        Signature and Title                            Date      

D. W. Biegler, Chairman, Chief Executive
Officer, and Director; G. J. Junco,
President, Chief Operating Officer, and
Director; B. A. Bridgewater, Jr., Director;     February 14, 1995
Frederick S. Addy, Director; S. R. Singer,
Senior Vice President, Chief Financial
Officer; J. W. Pinkerton, Vice President
and Controller



    /s/ D. W. Biegler
By: _______________________________
    D. W. Biegler
   (Individually and as 
    Attorney-in-Fact for each
    of the persons indicated)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14867}]
{"company-data": {"conformed-name": "ENSERCH EXPLORATION INC", "cik": "0000931006", "assigned-sic": "4923", "irs-number": "752556975", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57715", "film-number": "95511082"}, "business-address": {"street1": "ENSERCH CTR", "street2": "300 S ST PAUL", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2146518700"}, "mail-address": {"street1": "300 S ST PAUL ST", "city": "DALLAS", "state": "TX", "zip": "75201"}, "former-company": {"former-conformed-name": "NEW ENSERCH EXPLORATION INC", "date-changed": "19941004"}}
As filed with the Securities and Exchange Commission on February 14, 1995.
                                                 Registration No. 33-_________
_______________________________________________________________________________ 
                                                                               
                                               
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                     ______________________

                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   the Securities Act of 1933
                     ______________________

                    ENSERCH EXPLORATION, INC.
     (Exact name of Registrant as specified in its charter)

                      TEXAS                75-2556975
               (State or other          (I.R.S. Employer
                jurisdiction of         Identification No.)
                incorporation or
                organization)

               4849 GREENVILLE AVENUE, SUITE 1500
                    DALLAS, TEXAS 75206-1110
            (Address of principal Executive Offices)

       ENSERCH EXPLORATION, INC. 1994 STOCK INCENTIVE PLAN
                    (Full title of the Plan)

                       MICHAEL G. FORTADO
             VICE PRESIDENT AND CORPORATE SECRETARY
                    300 SOUTH ST. PAUL STREET
                    DALLAS, TEXAS 75201-5598
                          (214)651-8700
    (Name, address and telephone number of agent for service)

                 CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

                                                Proposed
                                Proposed        Maximum
Title of                        Maximum         Aggregate
Securities to   Amount to be    Offering Price  Offering      Amount of
be Registered   Registered(1)   Per Share(2)    Price (2)     Fee (2)
________________________________________________________________________________
Common Stock    2,000,000       $9.875          $19,750,000   $6,811
$1.00 par       shares
value
________________________________________________________________________________
(1)  The registration statement also includes an indeterminable number of
     additional shares that may become issuable as a result of terminated,
     expired or surrendered options for Common Stock, or pursuant to the
     antidilution adjustment provisions of the plan.
(2)  In accordance with Rule 457(c), calculated on the basis of the average of
     the high and low prices for the Common Stock on the New York Stock
     Exchange Composite tape on February 10, 1995.
______________________________________________________________________________
PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents are incorporated by reference in the
registration statement:

          (a)  The Registrant's latest Annual Report on Form 10-K
     or, if the financial statements therein are more current, the
     Registrant's latest prospectus, other than the prospectus of
     which this document is a part, filed pursuant to rule 424(b)
     or (c) of the Securities and Exchange Commission under the
     Securities Act of 1933.

          (b)  All other reports filed by the Registrant pursuant
     to Sections 13(a) or 15(d) of the Securities Exchange Act of
     1934 since the end of the fiscal year covered by the Annual
     Report or the prospectus referred to in (a) above.

          (c)  The descriptions of the Registrant's Common Stock
     which are contained in the Registrant's registration
     statements filed under Section 12 of the Securities Exchange
     Act of 1934, including any amendment or reports filed for the
     purpose of updating such descriptions.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment to the
registration statement which indicates that all of the shares of
Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be
a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 also is or 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

     The validity of the Common Stock being registered hereunder
will be passed upon by William T. Satterwhite, Esquire, Senior Vice
President of the Company.  As of February 14, 1995, Mr. Satterwhite
owned 2,000 restricted shares of Common Stock and held options
to acquire 2,500 shares of Common Stock

Item 6.  Indemnification of Directors and Officers

     Registrant's Articles of Incorporation provide that, to the
fullest extent permitted by Texas law, directors of Registrant will
not be liable to Registrant or its shareholders for monetary
damages for any act or omission occurring in their capacity as a
director.  Texas law does not currently authorize the elimination
or limitation of the liability of a director to the extent the
director is found liable for (i) any breach of the director's duty
of loyalty to Registrant or its shareholders, (ii) acts or
omissions not in good faith that constitute a breach of duty of the
director of Registrant or which involve intentional misconduct or
a knowing violation of law, (iii) transactions 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 (iv) acts or omissions for which the liability of a
director is expressly provided by law.

     Registrant's Articles of Incorporation and its Bylaws grant
mandatory indemnification to directors and officers of Registrant
to the fullest extent authorized under the Texas Business
Corporation Act.  In general, a Texas corporation may indemnify a
director or officer who was, is or is threatened to be made a named
defendant or respondent in a proceeding by virtue of his position
in the corporation if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation and, in the case of criminal proceedings, had no
reasonable cause to believe his conduct was unlawful.  A Texas
corporation may indemnify a director or officer in an action
brought by or in the right of the corporation only if such director
or officer was not found liable to the corporation, unless or only
to the extent that a court finds him to be fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers or persons controlling Registrant
pursuant to the foregoing provisions, Registrant has been advised
that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

No.                           Description

4.1  Restated Articles of Incorporation of Registrant (incorporated
     herein by reference to Exhibit 3 of the Company's Report on
     Form 8-K dated December 30, 1994).

4.2  Bylaws of the Company as currently in effect (incorporated
     herein by reference to Exhibit 3.2 of the Company's
     Registration Statement No. 33-56792 on Form S-4).

4.3  1994 Stock Incentive Plan (incorporated by reference to
     Exhibit 10.1 of the Company's Registration Statement No. 33-
     56792 on Form S-4).

5    Opinion of W. T. Satterwhite.

15   Letter re unaudited interim financial information.

23.1 Consent of W. T. Satterwhite (contained in Exhibit 5).

23.2 Consent of Deloitte & Touche LLP.

24   Power(s) of Attorney.

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 (a)(1)(ii)
     shall not apply if the information required to be included in
     a post-effective amendment by those paragraphs is contained in
     periodic reports filed by the Registrant pursuant to
     Section 13 or Section 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 therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

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

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, 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.

     (c)  The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest Annual Report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to
provide such interim financial information.

     (d)  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 in Item 6, 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 proceedings) 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.
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 or amendment thereto to
be signed on its behalf by the undersigned, thereunto duly
authorized, in Dallas, Texas on February 13, 1995.

                              Enserch Exploration, Inc.

                                 /s/ D. W. Biegler
February 14, 1995             By ________________________________
                                 D. W. Biegler, Chairman

     Pursuant to the requirements of the Securities Exchange Act of
1933, this registration statement or amendment thereto has been
signed by the following persons in the capacities and on the dates
indicated:

        Signature and Title                            Date      

D. W. Biegler, Chairman, Chief Executive
Officer, and Director; G. J. Junco,
President, Chief Operating Officer, and
Director; B. A. Bridgewater, Jr., Director;     February 14, 1995
Frederick S. Addy, Director; S. R. Singer,
Senior Vice President, Chief Financial
Officer; J. W. Pinkerton, Vice President
and Controller

    /s/ D. W. Biegler
By: _______________________________
    D. W. Biegler
   (Individually and as 
    Attorney-in-Fact for each
    of the persons indicated)