Exhibit 3 (b)

                             RESTATED BYLAWS

                                   OF

                             TXU GAS COMPANY


     SECTION 1.          PLACE OF MEETINGS OF SHAREHOLDERS.  All meetings of
the shareholders shall be held at the principal office of the Corporation in
Dallas, Texas, or at such other place within or without the State of Texas as
may be stated in the call and notice.

     SECTION 2.          ANNUAL MEETING OF SHAREHOLDERS.  The annual meeting
of the shareholders for the election of Directors and the transaction of such
other business as may properly come before such meeting shall be held at such
time as determined by the Board of Directors and as stated in the notice of
meeting.  In the event that such annual meeting is not held, a subsequent
meeting may be held in place thereof and any business transacted or elections
held at such meeting shall be as valid as if transacted or held at the annual
meeting.  Any such subsequent meeting shall be called in the same manner as
provided for special meetings of shareholders.

     SECTION 3.          SPECIAL MEETINGS OF SHAREHOLDERS.  Special meetings
of the shareholders may be called by the Chairman of the Board, the President,
the Board of Directors or the holders of not less than one-tenth of all the
outstanding shares entitled to vote at such meetings.

     SECTION 4.          NOTICE OF MEETINGS OF SHAREHOLDERS.  Written notice
of all meetings of shareholders, stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered to the shareholders of record
entitled to vote at such meetings not less than ten (10) nor more than sixty
(60) days before the meeting.  If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the
shareholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.  A waiver of notice in writing
signed by the person or persons entitled to such notice, whether before or
after the meeting, shall be equivalent to the giving of such notice.

     SECTION 5.          QUORUM AT MEETINGS OF SHAREHOLDERS.  The holders of a
majority of the shares entitled to vote, present in person or by proxy, shall
constitute a quorum at any meeting of shareholders, but less than a quorum
shall have power to adjourn any meeting from time to time.  Except as
otherwise provided by statute or by the Articles of Incorporation of the
Corporation, when a quorum is present at any meeting a majority of the shares
having voting power present in person or represented by proxy shall decide any
question brought before such meeting.  At any meeting of shareholders each
shareholder entitled to vote shall be entitled to one vote for each share of
stock held by him, and may vote and otherwise act in person or by proxy.


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     SECTION 6.          FORM OF CERTIFICATES OF STOCK AND TRANSFER OF
SHARES.  Certificates of stock of the Corporation shall be in such form as the
Board of Directors may from time to time determine.  The stock of the
Corporation shall be transferable only on the books of the Corporation by the
holders in person or by attorney on surrender of the certificates therefor
properly endorsed.  The Board of Directors may appoint one or more transfer
agents and one or more registrars of the stock.  The Corporation shall be
entitled to treat the holder of record of any shares of the Corporation as the
owner thereof for all purposes, and shall not be bound to recognize any
equitable or other claim to, or interest in, such shares or any rights
deriving from such shares, on the part of any other person, unless and until
such other  person becomes the holder of record of such shares, whether or not
the Corporation shall have either actual or constructive notice of the
interest of such other person.

     SECTION 7.          SIGNING OF CERTIFICATES OF STOCK.  Certificates of
stock of the Corporation shall be signed by the Chairman of the Board, the
President or a Vice President and either the Secretary or an Assistant
Secretary, and shall be sealed with the seal of the Corporation or a facsimile
thereof.

     SECTION 8.          NUMBER, ELECTION AND TENURE OF DIRECTORS.  The
affairs of the Corporation shall be managed by a Board of Directors.  The
number of Directors of the Corporation shall initially be established by the
Articles of Incorporation and shall thereafter be established from time to
time by resolution of the Board of Directors, and shall consist of at least
one (1) or more members, who shall be chosen at the annual meeting of
shareholders, or at any meeting of shareholders held in place thereof, and
shall serve until their successors are elected unless removed as herein
provided for.

     Vacancies in the Board of Directors, including vacancies arising from an
increase in the number of Directors, shall be filled by a majority of the
Directors then in the office and such new Directors shall serve until the next
annual meeting of shareholders.  Any or all of the Directors may at any time
be removed, whether cause be assigned for such removal or not, by the vote of
the holders of a majority in aggregate number of the shares of stock of the
Corporation then entitled to vote at an election of Directors.

     SECTION 9.          MEETINGS OF DIRECTORS.  Meetings of the Board of
Directors shall be held at the time and place fixed by resolution of the Board
of Directors or upon the call of the Chairman of the Board or the President.
The Secretary or officer performing his duties shall give at least twenty-four
hours' notice of all meetings of Directors by mail, telegram, facsimile or
hand delivery to the last known address of each Director, provided that a
meeting may be held without notice immediately after the annual meeting of
shareholders, and notice need not be given of regular meetings held at such
time as may be fixed by a resolution of the Board.  Meetings of the Directors
may be held at any time without notice if all Directors are present or if
those not present waive notice either before or after the meeting.  At any

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meeting of Directors a majority of the total number of Directors shall
constitute a quorum, but less than a quorum shall have power to adjourn the
meeting from time to time.


     SECTION 10.     COMMITTEES.  The Board of Directors may designate from
among its members one (1) or more committees, each of which shall be comprised
of one (1) or more of its members, and may designate one (1) or more of its
members as alternate members of any committee, who may, subject to any
limitations imposed by the Board of Directors, replace absent or disqualified
members at any meeting of that committee.  Any such committee, to the extent
provided in the resolution establishing such committee, shall have and may
exercise all the authority of the Board of Directors, subject to statutory
limitations.

     SECTION 11.     OFFICERS.  The Board of Directors, after the annual
meeting of shareholders each year, may elect one of their number Chairman of
the Board, shall elect one of their number President, may elect one or more
Vice Presidents, shall elect a Secretary and may elect a Treasurer, and may
elect one or more Assistant Secretaries and Assistant Treasurers and such
other officers as they may from time to time deem proper.  The same person may
be elected to and hold more than one office.  The Chairman of the Board  shall
be the chief executive officer of the Corporation. He shall preside at all
meetings of shareholders and of the Board of Directors.  In the absence of a
President, the Chairman of the Board shall also be considered to be the
President of the Corporation and shall perform the duties and exercise the
powers of the President.  In the absence of the Chairman of the Board, the
President shall preside at all meetings of the Board of Directors and the
shareholders and shall perform the duties and exercise the powers of the
Chairman of the Board.  The Vice Presidents, in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence
or disability of a Chairman of the Board and President, perform the duties and
exercise the powers of the President.  The Secretary shall attend all meetings
of the Board of Directors and of the shareholders and record votes and minutes
of proceedings in a book to be kept for that purpose.  He shall give, or cause
to be given, notice of all meetings of shareholders and special meetings of
the Board of Directors.  The Treasurer shall have custody of corporate funds
and securities, shall keep full and accurate account of receipts and
disbursements of the Corporation, and shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.  The Treasurer
shall disburse the funds of the Corporation pursuant to instructions from the
Board of Directors, and shall render to the Chairman of the Board and
Directors, at the regular meetings of the Board or whenever they may require
it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation.  In the absence of the Secretary or Treasurer,
the Assistant Secretaries or Assistant Treasurers may perform their duties or
exercise their powers, respectively, or such other duties as may be conferred
on them by the Board of Directors or other officers.

     The term of office of all officers shall be one year, or until their
respective successors are chosen and qualified, but any officer may be removed
from office for or without cause at any time by the Board of Directors.
Whenever any vacancy shall occur in any office by death, resignation, increase
in the number of offices of the Corporation, or otherwise, the same shall be

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filled by the Board of Directors, and the officer so elected shall hold office
until his successor is chosen and qualified.  Notwithstanding the foregoing
paragraph, the officers of the Corporation shall have such other powers and
duties as usually pertain to their offices, respectively, as well as such
other powers and duties as may from time to time be conferred by the Board of
Directors.

     SECTION 12.     TRANSACTIONS WITH THE CORPORATION.  A Director of the
Corporation shall not be disqualified by his office from dealing or
contracting with this Corporation, either as a vendor, purchaser or otherwise,
nor shall any transaction or contract of the Corporation be void or voidable
by reason of the fact that any Director or any firm of which any Director is a
member, or any corporation of which any Director is a shareholder or Director,
is in any way interested in such transaction or contract, provided that such
transaction or contract is or shall be authorized, ratified or approved either
(1) by vote of the majority of a quorum of the Board of Directors, without
counting in such majority or quorum any Director so interested; or (2) by a
vote of the shareholders or by a consent signed by such holders; nor shall any
Director be liable to account to the Corporation for any profits realized by
him from or through any transaction or contract of this Corporation
authorized, ratified or approved, as aforesaid, by reason of the fact that he
or any firm of which he is a member or any corporation of which he is a
shareholder or Director was interested in such transaction or contract.
Nothing herein contained shall create any liability in the events above
described or prevent the authorization, ratification or approval of such
contracts in any other manner provided by law.

     SECTION 13.     INSURANCE, INDEMNIFICATION AND OTHER ARRANGEMENTS.
Without further specific approval of the shareholders of the Corporation, the
Corporation shall indemnify and may purchase, enter into, maintain or provide
insurance 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 insurance, indemnification or other
arrangement 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 shall
adversely affect any such insurance, arrangement or right to indemnification
existing at the time of such repeal or modification.

     SECTION 14.     AMENDMENT OF BYLAWS.  These bylaws may be amended by the
Board of Directors or the shareholders.

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     SECTION 15.     ACTION BY CONSENT.  Any action required to be taken at a
meeting of the Directors or the shareholders may be taken without a meeting if
a consent in writing shall be signed by the persons legally required and
entitled to vote on such action.


August 1, 1999.