<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)
                       ---------------------------------
                             Employees' Thrift Plan
                                     of the
                         Texas Utilities Company System
                            (Full title of the Plan)
                       ---------------------------------
ROBERT A. WOOLDRIDGE, ESQ.      H. JARRELL GIBBS      ROBERT J. REGER, JR., ESQ.
   Worsham, Forsythe &           Vice President           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      3,000,000 shares       $34.6875        $104,062,500        $35,883.62
==============================================================================================================

</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 ($34.6875 per share)
of the highest and the lowest sale price of the Company's common stock on the
composite tape on June 2, 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 Employees' Thrift 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
       December 31, 1993.

            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.


     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 

                                      II-2
<PAGE>
 
     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.
 
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.
 5(a)                      -- Opinion of Reid & Priest LLP.
 5(b)                      -- Opinion of Worsham, Forsythe & Wooldridge, L.L.P.
 15                        -- Letter of Deloitte & Touche LLP regarding 
                              unaudited condensed interim financial information.
 23(a)                     -- Independent Auditors' Consent.
 23(b)                     -- Consents of Reid & Priest LLP and Worsham, 
                              Forsythe & Wooldridge, L.L.P. are contained in 
                              Exhibits 5(a) and 5(b), respectively.
 24                        -- Power of Attorney (see Page II-5 and II-6).
- ----------------
*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-3
<PAGE>
 
               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

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

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

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

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

          (4) That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the registrant's Annual Report
     pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
     and each filing of an employee benefit plan's annual report pursuant to
     Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
     by reference in the registration statement shall be deemed to be a new
     registration statement relating to the securities offered herein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
<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
        (JACK W. EVANS)
                                                                   MAY 31, 1995
 /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-5
<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 31ST DAY OF MAY, 1995.



                                  EMPLOYEES' THRIFT PLAN OF THE
                                  TEXAS UTILITIES COMPANY SYSTEM


                                  BY  /S/        H. JARRELL GIBBS
                                     ------------------------------------------
                                           (H. JARRELL GIBBS, CHAIRMAN
                                         EMPLOYEES' THRIFT PLAN COMMITTEE)

                                      
<PAGE>
 
                                 EXHIBIT INDEX
 
         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.
     
5(a)                         --  Opinion of Reid & Priest LLP.
     
5(b)                         --  Opinion of Worsham, Forsythe & Wooldridge, 
                                 L.L.P.
     
15                           --  Letter of Deloitte & Touche LLP regarding 
                                 unaudited condensed interim financial 
                                 information.
     
23(a)                        --  Independent Auditors' Consent.
     
23(b)                        --  Consents of Reid & Priest LLP and Worsham, 
                                 Forsythe & Wooldridge, L.L.P. are contained in 
                                 Exhibits 5(a) and 5(b), respectively.
     
24                           --  Power of Attorney (see Page II-5 and II-6).
______________
*Incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEES' THRIFT PLAN", "secsgml_size_bytes": 24329}]
{"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": "033-59961", "film-number": "95545119"}, "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)
                       ---------------------------------
                             Employees' Thrift Plan
                                     of the
                         Texas Utilities Company System
                            (Full title of the Plan)
                       ---------------------------------
ROBERT A. WOOLDRIDGE, ESQ.      H. JARRELL GIBBS      ROBERT J. REGER, JR., ESQ.
   Worsham, Forsythe &           Vice President           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      3,000,000 shares       $34.6875        $104,062,500        $35,883.62
==============================================================================================================
(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 ($34.6875 per share)
of the highest and the lowest sale price of the Company's common stock on the
composite tape on June 2, 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 Employees' Thrift 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
       December 31, 1993.

            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.

     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 

                                      II-2
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.
 
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.
 5(a)                      -- Opinion of Reid & Priest LLP.
 5(b)                      -- Opinion of Worsham, Forsythe & Wooldridge, L.L.P.
 15                        -- Letter of Deloitte & Touche LLP regarding 
                              unaudited condensed interim financial information.
 23(a)                     -- Independent Auditors' Consent.
 23(b)                     -- Consents of Reid & Priest LLP and Worsham, 
                              Forsythe & Wooldridge, L.L.P. are contained in 
                              Exhibits 5(a) and 5(b), respectively.
 24                        -- Power of Attorney (see Page II-5 and II-6).
- ----------------
*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-3
(ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

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

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

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

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

          (4) That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the registrant's Annual Report
     pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
     and each filing of an employee benefit plan's annual report pursuant to
     Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
     by reference in the registration statement shall be deemed to be a new
     registration statement relating to the securities offered herein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
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
        (JACK W. EVANS)
                                                                   MAY 31, 1995
 /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-5
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 31ST DAY OF MAY, 1995.

                                  EMPLOYEES' THRIFT PLAN OF THE
                                  TEXAS UTILITIES COMPANY SYSTEM

                                  BY  /S/        H. JARRELL GIBBS
                                     ------------------------------------------
                                           (H. JARRELL GIBBS, CHAIRMAN
                                         EMPLOYEES' THRIFT PLAN COMMITTEE)
EXHIBIT INDEX
 
         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.
     
5(a)                         --  Opinion of Reid & Priest LLP.
     
5(b)                         --  Opinion of Worsham, Forsythe & Wooldridge, 
                                 L.L.P.
     
15                           --  Letter of Deloitte & Touche LLP regarding 
                                 unaudited condensed interim financial 
                                 information.
     
23(a)                        --  Independent Auditors' Consent.
     
23(b)                        --  Consents of Reid & Priest LLP and Worsham, 
                                 Forsythe & Wooldridge, L.L.P. are contained in 
                                 Exhibits 5(a) and 5(b), respectively.
     
24                           --  Power of Attorney (see Page II-5 and II-6).
______________
*Incorporated herein by reference.