<PAGE>
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 10-Q

(Mark One)

/x/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 OR

/ /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
        ______________TO_______________


Commission File No. 1-3183



                              ENSERCH CORPORATION
            (Exact name of registrant as specified in its charter)

                Texas                                           75-0399066
     (State or other jurisdiction of                        (I.R.S. Employer
      Incorporation or organization)                       Identification No.)

     ENSERCH Center, 300 South St. Paul, Dallas, Texas           75201
      (Address of principal executive offices)               (Zip Code)

                                  214-651-8700
             (Registrant's telephone number, including Area Code)



        Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                        Yes   X         No
                            -----           -----



        Number  of  shares  of  Common  Stock  of Registrant outstanding as of
May 13, 1997: 70,487,840.





<PAGE>
<PAGE>
                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
<CAPTION>

                                ENSERCH CORPORATION AND SUBSIDIARY COMPANIES
                           CONDENSED STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED)

                                                                               Three Months Ended
                                                                                     March 31
                                                                          ----------------------------
                                                                            1997                 1996
                                                                            ----                 ----
                                                                                (In thousands except
                                                                                 per share amounts)
<S>                                                                       <C>                 <C>
Revenues
  Natural gas distribution. . . . . . . . . . . . . . . . . . .           $ 412,525           $362,848
  Natural gas pipeline. . . . . . . . . . . . . . . . . . . . .              50,616             63,537
  Natural gas processing. . . . . . . . . . . . . . . . . . . .              32,919             29,328
  Gas marketing . . . . . . . . . . . . . . . . . . . . . . . .             343,920            252,550
  Power and other . . . . . . . . . . . . . . . . . . . . . . .               6,014              7,866
  Natural gas and oil exploration and production. . . . . . . .              85,170             75,416
  Less intercompany revenues. . . . . . . . . . . . . . . . . .             (63,197)          (112,902)
                                                                          ---------           --------
      Total . . . . . . . . . . . . . . . . . . . . . . . . . .             867,967            678,643
                                                                          ---------           --------
Costs and Expenses
  Gas purchase. . . . . . . . . . . . . . . . . . . . . . . . .             601,086            422,318
  Operating expenses. . . . . . . . . . . . . . . . . . . . . .             113,809            110,889
  Write-down of gas and oil properties. . . . . . . . . . . . .             426,229               -
  Depreciation and amortization . . . . . . . . . . . . . . . .              42,139             46,401
  Gross receipts and production taxes . . . . . . . . . . . . .              18,653             17,938
  Payroll, ad valorem and other taxes . . . . . . . . . . . . .              10,171             10,705
                                                                          ---------           --------
      Total . . . . . . . . . . . . . . . . . . . . . . . . . .           1,212,087            608,251
                                                                          ---------           --------
Operating Income (Loss) . . . . . . . . . . . . . . . . . . . .            (344,120)            70,392
Other Expense - Net . . . . . . . . . . . . . . . . . . . . . .              (2,086)              (782)
Interest and Other Financing Costs. . . . . . . . . . . . . . .             (24,809)           (22,656)
                                                                          ---------           --------
Income (Loss) Before Income Taxes and Minority Interest . . . .            (371,015)            46,954
Income Taxes (Benefit). . . . . . . . . . . . . . . . . . . . .            (130,641)            17,170
Minority Interest . . . . . . . . . . . . . . . . . . . . . . .             (39,449)                 7
                                                                          ---------           --------
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . .            (200,925)            29,777
Provision for Dividends on Preferred Stock. . . . . . . . . . .               2,862              2,759
                                                                          ---------           --------
Earnings (Loss) Applicable to Common Stock. . . . . . . . . . .           $(203,787)          $ 27,018
                                                                          =========           ========
Per Share of Common Stock
  Earnings (loss) applicable to common stock. . . . . . . . . .           $   (2.89)          $    .39
                                                                          =========           ========
  Cash dividends declared . . . . . . . . . . . . . . . . . . .           $     .05           $    .05
                                                                          =========           ========
Average Common and Dilutive Common
  Equivalent Shares Outstanding . . . . . . . . . . . . . . . .              70,449             68,475
                                                                          =========           ========
Operating Income (Loss) by Business Segments
Businesses to be merged with TUC
  Natural gas distribution. . . . . . . . . . . . . . . . . . .           $  47,997           $ 51,135
  Natural gas pipeline (before credit). . . . . . . . . . . . .              24,844             24,570
    Credit to customers . . . . . . . . . . . . . . . . . . . .              (8,568)               -
  Natural gas processing. . . . . . . . . . . . . . . . . . . .               3,921              4,150
  Natural gas marketing . . . . . . . . . . . . . . . . . . . .             (11,423)           (11,629)
  Power and other . . . . . . . . . . . . . . . . . . . . . . .              (1,856)              (507)
  General corporate . . . . . . . . . . . . . . . . . . . . . .              (2,159)            (2,336)
                                                                          ---------           --------
    Total operating income of businesses to be merged with TUC.              52,756             65,383
Natural gas and oil exploration and production and other
  businesses to be distributed to ENSERCH shareholders
  (before impact of write-down) . . . . . . . . . . . . . . . .              23,177              5,009
  Impact of write-down of capitalized costs . . . . . . . . . .            (420,053)               -
                                                                          ---------           --------
        Consolidated operating income (loss). . . . . . . . . .           $(344,120)          $ 70,392
                                                                          =========           ========
<FN>
See accompanying Notes.
</FN>
</TABLE>
                                        -1-

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                      ENSERCH CORPORATION AND SUBSIDIARY COMPANIES
                                          CONDENSED STATEMENTS OF CONSOLIDATED
                                                 CASH FLOWS (UNAUDITED)



                                                                                              Three Months Ended
                                                                                                   March 31
                                                                                         ----------------------------
                                                                                           1997                 1996
                                                                                           ----                 ----
                                                                                                 (In thousands)
<S>                                                                                      <C>                 <C>
OPERATING ACTIVITIES
  Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $(200,925)          $ 29,777
  Minority interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (39,449)                 7
  Write-down of gas and oil properties . . . . . . . . . . . . . . . . . . . . .           426,229
  Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . .            42,139             46,401
  Deferred income-tax expense (benefit). . . . . . . . . . . . . . . . . . . . .          (132,280)            15,512
  Recoveries of gas-purchase contract settlements. . . . . . . . . . . . . . . .               132              5,462
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4,667              2,172
  Changes in current operating assets and liabilities
   Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . .             104,249            (23,019)
   Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .              67,269              7,721
   Accounts payable  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (144,390)            (7,641)
   Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . .             (52,213)            13,671
                                                                                          --------           --------
     Net cash flows from operating activities. . . . . . . . . . . . . . . . .              75,428             90,063
                                                                                          --------           --------
INVESTING ACTIVITIES
  Additions to property, plant and equipment . . . . . . . . . . . . . . . . .             (56,421)           (51,239)
  Sales and retirements of property, plant and equipment . . . . . . . . . . .               2,721             15,468
  Investments in unconsolidated affiliates . . . . . . . . . . . . . . . . . .              (9,747)            (7,018)
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             (20,710)           (19,998)
                                                                                          --------           --------
     Net cash flows used for investing activities. . . . . . . . . . . . . . .             (84,157)           (62,787)
                                                                                          --------           --------
FINANCING ACTIVITIES
  Change in commercial paper and other short-term borrowings . . . . . . . . .              49,500            (34,313)
  Borrowings by EEX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              20,000             55,000
  Repayment of borrowing by EEX. . . . . . . . . . . . . . . . . . . . . . . .             (55,000)           (20,000)
  Borrowings under ENSERCH revolving credit agreement. . . . . . . . . . . . .             100,000
  Retirement of senior long-term debt. . . . . . . . . . . . . . . . . . . . .            (100,399)              (330)
  Change in advances under lease arrangements. . . . . . . . . . . . . . . . .              (1,737)           (12,233)
  Issuance of ENSERCH common stock . . . . . . . . . . . . . . . . . . . . . .               3,613                672
  Cash dividends paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . .              (6,388)            (6,231)
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   2                 49
                                                                                          --------           --------
     Net cash flows from (used for) financing activities . . . . . . . . . . .               9,591            (17,386)
                                                                                          --------           --------
Net Cash Flows from (used for) Discontinued Operations . . . . . . . . . . . .               1,985             (6,276)
                                                                                          --------           --------
Net Increase in Cash and Equivalents . . . . . . . . . . . . . . . . . . . . . .             2,847              3,614
Cash and Equivalents at Beginning of Period. . . . . . . . . . . . . . . . . . .            19,073              8,561
                                                                                          --------           --------
Cash and Equivalents at End of Period. . . . . . . . . . . . . . . . . . . . .            $ 21,920           $ 12,175
                                                                                          ========           ========
<FN>
See accompanying Notes.
</FN>
</TABLE>
                                       -2-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                        ENSERCH CORPORATION AND SUBSIDIARY COMPANIES
                                            CONDENSED CONSOLIDATED BALANCE SHEETS
                                               (March 31, 1997 Unaudited)



                                                                                    March 31        December 31
                                                                                      1997             1996
                                                                                   ---------        -----------
                                                                                         (In thousands)
<S>                                                                               <C>                <C>
ASSETS
Current Assets
  Cash and equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . .      $   21,920         $   19,073
  Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . .         273,861            382,404
  Gas stored underground . . . . . . . . . . . . . . . . . . . . . . . . . .         102,472            119,178
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          70,918            121,837
                                                                                  ----------         ----------
    Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . .         469,171            642,492
                                                                                  ----------         ----------
Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         129,104            115,633
                                                                                  ----------         ----------
Property, Plant and Equipment (full-cost
  method for gas and oil properties) . . . . . . . . . . . . . . . . . . . .       4,424,290          4,805,293
  Less accumulated depreciation and amortization . . . . . . . . . . . . . .      (1,896,872)        (1,861,914)
                                                                                  ----------         ----------
    Net property, plant and equipment. . . . . . . . . . . . . . . . . . . .       2,527,418          2,943,379
                                                                                  ----------         ----------
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          44,773             43,073
                                                                                  ----------         ----------
         Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $3,170,466         $3,744,577
                                                                                  ==========         ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Commercial paper and other short-term borrowings . . . . . . . . . . . . .      $  187,500          $ 138,000
  Current portion of senior long-term debt . . . . . . . . . . . . . . . . .           1,648              1,598
  Payables under leasing arrangements. . . . . . . . . . . . . . . . . . . .          14,508              8,714
  Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         267,503            428,354
  Other current liabilities. . . . . . . . . . . . . . . . . . . . . . . . .         109,753            163,376
  Liabilities for discontinued engineering and construction operations . . .          14,506             17,933
                                                                                  ----------         ----------
    Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . .         595,418            757,975
                                                                                  ----------         ----------
Senior Long-term Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . .         921,593            956,971
                                                                                  ----------         ----------
Convertible Subordinated Debentures. . . . . . . . . . . . . . . . . . . . .          90,750             90,750
                                                                                  ----------         ----------
Deferred Income Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . .         155,613            288,299
                                                                                  ----------         ----------
Capital Lease Obligations. . . . . . . . . . . . . . . . . . . . . . . . . .         234,204            241,735
                                                                                  ----------         ----------
Other Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         185,129            181,030
                                                                                  ----------         ----------
Mandatorily Redeemable Preferred Securities of Subsidiary of EEX . . . . . .         150,000            150,000
                                                                                  ----------         ----------
Minority Interest in Subsidiaries. . . . . . . . . . . . . . . . . . . . . .         120,101            159,426
                                                                                  ----------         ----------
Shareholders' Equity
  Adjustable rate preferred stock. . . . . . . . . . . . . . . . . . . . . .         175,000            175,000
                                                                                  ----------         ----------
  Common shareholders' equity
    Common stock (100,000 shares authorized;
      70,485 and 70,280 shares outstanding). . . . . . . . . . . . . . . . .             705                703
    Paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         676,381            672,775
    Retained earnings (deficit). . . . . . . . . . . . . . . . . . . . . . .        (133,670)            70,774
    Foreign currency translation adjustment. . . . . . . . . . . . . . . . .            (758)              (861)
                                                                                  ----------         ----------
      Common shareholders' equity. . . . . . . . . . . . . . . . . . . . . .         542,658            743,391
                                                                                  ----------         ----------
        Shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . .         717,658            918,391
                                                                                  ----------         ----------
         Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $3,170,466         $3,744,577
                                                                                  ==========         ==========
<FN>
See accompanying Notes.
</FN>
</TABLE>
                                        -3-
<PAGE>
<PAGE>

                  ENSERCH CORPORATION AND SUBSIDIARY COMPANIES
              Notes to Condensed Consolidated Financial Statements

1.  On April 15, 1996, ENSERCH Corporation announced that it had entered into
    a merger agreement with Texas Utilities Company (TUC).  Prior to the
    merger, ENSERCH's approximate 83% interest in Enserch Exploration, Inc.
    (EEX), represented by approximately 105 million shares of EEX common
    stock,  will be distributed to ENSERCH shareholders. Lone Star Gas Company
    and Lone Star Pipeline Company, the local distribution and pipeline
    companies of ENSERCH, and other business will become a part of TUC.

    The transaction is subject to certain conditions which include the
    approval by the Securities and Exchange Commission (SEC) and receipt by
    ENSERCH of a favorable tax ruling from the Internal Revenue Service (IRS)
    to the effect that its distribution of EEX stock will be a tax-free
    transaction.  ENSERCH received this IRS ruling in February 1997.  ENSERCH
    recently became aware of an inadvertent misstatement of fact it believes
    is immaterial in its filing with the IRS and has received an opinion from
    outside counsel that it will still be able to rely on the ruling.  While
    ENSERCH and TUC do not believe the additional facts would change the
    IRS's ruling, the situation is being reviewed by the parties and further
    communication with the IRS may ensue.

    All other approvals have been received, except for approval by the SEC
    under the Public Utility Holding Company Act of 1935 where the approval
    process is proceeding.

2.  The SEC-prescribed full-cost accounting rules require registrants to
    calculate the cost center ceiling limitation at the end of each quarter
    using current prices and costs.  At March 31, 1997, ENSERCH's carrying
    value of the unamortized capitalized costs of EEX's U.S. gas and oil
    properties was $426 million in excess of the cost center ceiling
    limitation based on average March 1997 prices.  Considering the associated
    reduction in amortization expense, the write-down reduced first quarter
    operating income $420 million.  After-tax and minority interest, the
    impact on ENSERCH earnings of the non-cash write-down was $236 million,
    or approximately $3.34 per share of common stock. The write-down will not
    affect the ENSERCH merger with TUC or the ENSERCH businesses to be merged.

3.  Lone Star Pipeline Company has filed a request with the Railroad
    Commission of Texas (RRC) to increase the rate it charges Lone Star Gas
    Company to store and transport gas ultimately destined for residential and
    commercial customers in the 550 Texas cities and towns served by Lone Star
    Gas Company.  Lone Star Gas Company has also requested that the RRC
    separately set rates for costs to aggregate gas supply for these cities.
    Rates currently in effect were set by the RRC in 1982. The purpose of the
    rate request is to allow for the recovery of a substantial increase in the
    cost of doing business since 1982 and to cover significant capital
    investments of approximately $420 million made during the past 14 years to
    maintain and improve the reliability and safety of the pipeline system and
    help reduce natural-gas supply costs.

                                 -4-
<PAGE>
<PAGE>
    Prior to the Companys' filing of these requests for rate increases, the
    RRC had ordered a general inquiry into the rates and services of Lone Star
    Gas Company. The scope of the inquiry has not been defined, and an
    evidentiary hearing has not been held.  At the conclusion of the rate
    hearing requested by Lone Star Pipeline and Lone Star Gas Company, RRC
    examiners indicated that they would inquire about the historical natural
    gas acquisition practices and costs.

    A preliminary recommendation made by RRC staff examiners on the rate
    requests would cut the Company's current margin by 16 percent.  In
    addition, the examiners' recommendation would impose severe financial
    penalties for the prices paid for the natural gas supplied to customers.
    The Company has protested the examiners' preliminary recommendation which
    it considers to be unreasonable and legally unsupportable.  The
    commissioners will consider the examiners' recommendation and the
    Company's protest to the recommendation during their May meetings and are
    expected to issue a decision no later than May 20.

4.  Earnings per share applicable to common stock are based on the weighted
    average number of common shares outstanding during the periods, including
    common equivalent shares when dilutive.  Fully diluted earnings per share
    are not presented since the assumed exercise of stock options and
    conversion of debentures would not be dilutive.

5.  In the opinion of management, all adjustments (consisting only of normal
    recurring accruals) necessary for a fair presentation of the results of
    operations for the interim periods included herein have been made.
    Certain prior-period amounts have been reclassified to conform to the 1997
    presentation.





                                 -5-

<PAGE>
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT



ENSERCH Corporation:

    We have reviewed the accompanying condensed consolidated balance sheet of
ENSERCH Corporation and subsidiary companies as of March 31, 1997, and the
related condensed statements of consolidated income and cash flows for the
three months ended March 31, 1997 and 1996.  These financial statements are
the responsibility of the Corporation's management.

    We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical review
procedures to financial data and making inquiries of persons responsible for
financial and accounting matters.  It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an opinion.

    Based on our review, we are not aware of any material modifications that
should be made to such condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.

    We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of ENSERCH Corporation and
subsidiary companies as of December 31, 1996, and the related statements of
consolidated income, cash flows and common shareholders' equity for the year
then ended (not presented herein); and in our report dated February 10, 1997,
we expressed an unqualified opinion on those consolidated financial
statements.  In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 1996, is fairly stated
in all material respects, in relation to the consolidated balance sheet from
which it has been derived.




DELOITTE & TOUCHE LLP

Dallas, Texas
May 7, 1997



                                     -6-
<PAGE>
<PAGE>
Item 2.              Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


MERGER WITH TUC - On April 15, 1996, ENSERCH Corporation announced that
it had entered into a merger agreement with Texas Utilities Company
(TUC).  Prior to the merger, ENSERCH's approximate 83% interest in
Enserch Exploration, Inc. (EEX), represented by approximately 105 million
shares of EEX common stock, will be distributed to ENSERCH shareholders.
Lone Star Gas Company and Lone Star Pipeline Company, the local
distribution and pipeline companies of ENSERCH, and other business will
become a part of TUC.

The transaction is subject to certain conditions which include the
approval by the Securities and Exchange Commission (SEC) and receipt by
ENSERCH of a favorable tax ruling from the Internal Revenue Service (IRS)
to the effect that its distribution of EEX stock will be a tax-free
transaction.  ENSERCH received this IRS ruling in February 1997.  ENSERCH
recently became aware of an inadvertent misstatement of fact it believes
is immaterial in its filing with the IRS and has received an opinion from
outside counsel that it will still be able to rely on the ruling.  While
ENSERCH and TUC do not believe the additional facts would change the
IRS's ruling, the situation is being reviewed by the parties and further
communication with the IRS may ensue.

All other approvals have been received, except for approval by the SEC
under the Public Utility Holding Company Act of 1935 where the approval
process is proceeding.

Within a $4.00 (approximately 10%) price range variation above or below the
April 12, 1996 closing price of TUC common stock ($39.625 per share), each
holder of ENSERCH common stock will receive sufficient shares of TUC common
stock to provide $8.00 of value.  Above or below the 10% threshold, the number
of shares received remains fixed and the value received will move up or down
pro rata with the price of TUC common stock.  Based on the daily closing price
of TUC common stock through May 8, 1997 each ENSERCH share would be converted
into approximately .225 shares of TUC common stock.  Also, based on the
ENSERCH shares outstanding at May 8, 1997 and estimated EEX shares to be owned
by ENSERCH as of the merger date, each holder of ENSERCH common stock would
receive approximately 1.5 shares of EEX common stock for each ENSERCH share.
The final determination of TUC and EEX shares received by ENSERCH shareholders
will be based on the price of the TUC shares for a specified period prior to
closing and the actual number of ENSERCH and EEX shares outstanding on the
closing date.

CONSOLIDATED RESULTS OF OPERATIONS - For the first quarter of 1997, ENSERCH
Corporation had income of $18.6 million from the businesses that will be
merged with TUC.  First quarter income was reduced by an $8.6 million pretax,
$5.6 million after-tax, provision for a previously announced voluntary credit
Lone Star Gas Company intends to make to its customers.  Excluding this
provision, first quarter income from the businesses to be merged with TUC was
$24 million compared with $29 million for the first quarter of 1996.

                                     -7-
<PAGE>
<PAGE>
ENSERCH's natural gas and oil exploration and production business, represented
by its 83% interest in EEX, and other businesses which will be distributed to
ENSERCH shareholders immediately prior to the merger with TUC had a first
quarter 1997 loss of $220 million.  The loss, which has no effect on the
ENSERCH businesses to be merged with TUC, resulted from the non-cash write-
down of the carrying value of EEX's gas and oil properties required under the
full-cost method of accounting.

After provision for preferred dividends, ENSERCH's consolidated first quarter
loss applicable to common stock was $204 million, or $2.89 per share,
including income of $.22 per share from businesses to be merged with TUC and
a loss of $3.11 per share from businesses to be distributed to ENSERCH
shareholders.  Excluding the unusual charges, ENSERCH had consolidated first
quarter earnings applicable to common stock of $40 million or $.56 per share.
For the 1996 first quarter, earnings applicable to common stock were $27
million, or $.39 per share, essentially all from the businesses to be merged
with TUC.

NATURAL GAS DISTRIBUTION - Operating income for Lone Star Gas Company for the
first quarter of $48 million was $3.1 million (6%) under the first quarter of
last year, with gas sales margin down $1.7 million (2%) from the year-ago
period.  The decrease in margin reflects the impact of heating weather that
was 10% below normal versus near normal weather the first quarter of 1996.
A higher cost of gas lost in transmission also contributed to the margin
decline.  Total gas sales volumes for the first quarter decreased 2% from the
1996 first quarter.  Operating expenses of $64 million were $3.7 million
higher than for the 1996 first quarter, principally due to increased employee
and maintenance costs.

NATURAL GAS PIPELINE - Pipeline operations, which are conducted by Lone Star
Pipeline Company, had operating income of $25 million, before recognition of
a credit to Lone Star Gas Company customers for a transportation charge
inadvertently collected in 1991 through 1995.  This was approximately the same
as the prior year's first quarter results.  Heating degree days for this
year's first quarter were 11% below the first quarter of 1996 and 10% below
normal.  Pipeline throughput for the first quarter totaled 173 Bcf, 5% less
than the year-earlier period.  Improvement in the cost of gas lost in
transmission mostly offset the effects of the warmer weather.

NATURAL GAS PROCESSING - First-quarter operating income for natural gas
gathering and processing operations of Enserch Processing, Inc. decreased
modestly from $4.2 million in the first quarter last year to $3.9 million,
reflecting a decline in the margin on gas purchased for resale that was
partially offset by lower operating expenses.  NGL sales volumes for the first
quarter totaled 1.4 million barrels, 10% under the 1996 first quarter mostly
due to sales from inventory in 1996.  Production volumes were little changed
from the 1996 first quarter.  The average sales price per barrel for the first
quarter of $16.52 was up 24% from the first quarter last year.

NATURAL GAS MARKETING - Gas marketing operations, which are conducted through
Enserch Energy Services, Inc. (EES), had a first quarter operating loss of

                                 -8-
<PAGE>
<PAGE>
$11.4 million, little changed from the first quarter of 1996.  Sales volumes
increased 11% from the first quarter of 1996 and average prices increased 23%,
resulting in a 36% increase in revenues.  The margin improved $1 million but
remained negative at $4.6 million.  Operating expenses of $6.7 million were
$.6 million (9%) higher than in the first quarter last year.

As part of its natural gas marketing activities, EES enters into forward
contracts principally involving physical delivery of natural gas and
derivative financial instruments, including swaps, options, futures and other
contractual arrangements.  These activities involve price commitments into the
future and, therefore, give rise to market risk.  At March 31, 1997, natural
gas marketing operations had net commitments to sell approximately 27 Bcf of
natural gas through the year 1997 with offsetting net financial positions to
purchase approximately the same quantity.  There was a net unrealized and
unrecognized gain of $8.2 million at March 31, 1997 on these contracts.

POWER AND OTHER - ENSERCH's power and other activities to be merged with TUC
had an operating loss for the first quarter of $1.9 million, compared with an
operating loss of $.5 million for the first quarter last year.  These amounts
exclude the operating income of $.2 million for both 1997 and 1996 of Lone
Star Energy Plant Operations, Inc. (LSEPO), which is to be included in the
distribution of EEX.

NATURAL GAS AND OIL EXPLORATION AND PRODUCTION - Operating income (before the
effect of the write-down) from exploration and production operations, which
are conducted through EEX, was $23 million for the first quarter of 1997, a
significant improvement from the $4.4 million for the first quarter last year.
First-quarter revenues rose to $85 million from $75 million for the first
quarter of 1996, reflecting a $4.1 million improvement in natural-gas revenues
and a $5.8 million increase in oil revenues.  Natural-gas sales volumes
decreased to 20 billion cubic feet (Bcf) for the first quarter of 1997,
compared with 25 Bcf sold during the 1996 first quarter.  The decline was
partially attributable to the sale of certain non-core properties during the
latter part of 1996.  The average price received for natural gas for the first
quarter was $2.85 per thousand cubic feet (Mcf), compared with $2.17 per Mcf
for the year earlier.  Oil sales volumes of 1.1 million barrels (MBbls) were
6% higher compared with the first quarter last year and the price received
averaged $21.93 per barrel, a 23% improvement from the first quarter last
year.

Operating expenses for the first quarter of 1997 (before the effect of the
write-down) totaled $62 million versus $71 million for the first quarter of
1996.  About $5 million of the decrease is attributable to the refinancing of
operating leases for equipment and facilities as capital leases in late 1996.
In addition, the sale of the non-core properties during 1996 reduced expenses.

EEX manages a portion of the risk associated with fluctuations in the price
of natural gas and oil through the use of hedging techniques such as gas and
oil swaps, collars and futures agreements.  In total, gas and oil price
hedging activities reduced first quarter 1997 and 1996 revenues by $.5 million
and $5.7 million respectively.  At March 31, 1997, EEX had outstanding swaps,

                                      -9-
<PAGE>
<PAGE>
collars and futures agreements that were entered into as hedges extending
through December 31, 1997 to exchange payments on 19 Bcf of natural gas and
1.6 million barrels of oil.  At March 31, 1997, there were $3.8 million of net
unrealized and unrecognized hedging gains based on the difference between the
strike price and the NYMEX futures price for the applicable trading month.
In addition, there were $1.4 million of realized gains on hedging activities
which were deferred and will be applied as an increase in revenues in April
1997, the month of physical sale of production.

LIQUIDITY AND FINANCIAL RESOURCES - Operating activities for the first quarter
of 1997 provided net cash flows of $75 million, compared with $90 million for
the first quarter of 1996.  Recoveries of producer settlements, which are now
substantially complete, were $5.3 million less than the year-earlier period,
and changes in current operating assets and liabilities required cash of
$20.4 million in the first quarter this year compared with $7.1 million
required in the first quarter last year.

Investing activities required net cash flows of $84 million versus $63 million
in the first quarter of 1996.  The level of capital spending and investments
in unconsolidated affiliates were both slightly higher this year. Proceeds
from sales and retirements of property, plant and equipment provided
$2.7 million in the first quarter this year versus $15.5 million in the 1996
first quarter.

As a percentage of total capitalization, common shareholders' equity plus
minority interest in subsidiaries was 33.1% at March 31, 1997, compared with
39.7% at year-end 1996.

ENSERCH has bank lines in the form of a revolving credit agreement expiring
September 30, 2001 totaling $650 million, $390 million of which was unused at
March 31, 1997.  In addition, EEX has a $350 million four-year revolving
credit agreement, $270 million of which was unused at March 31, 1997, and
other affiliates have four-year revolving credit agreements aggregating $30
million, $5 million of which was unused at March 31, 1997.

Planned property, plant and equipment additions for 1997 include $71 million
for natural gas distribution and $42 million for natural gas pipeline,
processing, marketing, and other requirements.  The planned expenditures are
expected to be funded from internal cash flow and external financings as
required.  Enserch Exploration plans to utilize substantially all of its
internally generated cash flows, plus proceeds from the monetization of non-
core assets, to fund its capital expenditures program.

                                    -10-
<PAGE>
<PAGE>
PENDING RATE CASE - Lone Star Pipeline Company has filed a request with the
Railroad Commission of Texas (RRC) to increase the rate it charges Lone Star
Gas Company to store and transport gas ultimately destined for residential and
commercial customers in the 550 Texas cities and towns served by Lone Star Gas
Company.  Lone Star Gas Company has also requested that the RRC separately set
rates for costs to aggregate gas supply for these cities.  Rates currently in
effect were set by the RRC in 1982. The purpose of the rate request is to
allow for the recovery of a substantial increase in the cost of doing business
since 1982 and to cover significant capital investments of approximately $420
million made during the past 14 years to maintain and improve the reliability
and safety of the pipeline system and help reduce natural-gas supply costs.

Prior to the Companys' filing of these requests for rate increases, the RRC
had ordered a general inquiry into the rates and services of Lone Star Gas
Company. The scope of the inquiry has not been defined, and an evidentiary
hearing has not been held.  At the conclusion of the rate hearing requested
by Lone Star Pipeline and Lone Star Gas Company, RRC examiners indicated that
they would inquire about the historical natural gas acquisition practices and
costs.

A preliminary recommendation made by RRC staff examiners on the rate requests
would cut the Company's current margin by 16 percent.  In addition, the
examiners' recommendation would impose severe financial penalties for the
prices paid for the natural gas supplied to customers.  The Company has
protested the examiners' preliminary recommendation which it considers to be
unreasonable and legally unsupportable.  The commissioners will consider the
examiners' recommendation and the Company's protest to the recommendation
during their May meetings and are expected to issue a decision no later than
May 20.


                                    -11-
<PAGE>
<PAGE>
OPERATIONS TO BE DISTRIBUTED TO ENSERCH SHAREHOLDERS - The merger of ENSERCH
with TUC will be preceded by the distribution of EEX shares to ENSERCH common
shareholders.  To facilitate the distribution, LSEPO, a wholly owned
subsidiary of ENSERCH, will merge with EEX; LSEPO will be the surviving
corporation of that merger, and its name will be changed to Enserch
Exploration, Inc.  The merger enables the distribution to be tax-free to
ENSERCH and its shareholders.  LSEPO, under long-term contracts, operates and
maintains three cogeneration facilities.

Following the distribution, the historical financial statements of ENSERCH
will be restated to reflect the exploration and production segment and LSEPO
as discontinued operations.  ENSERCH's restated results of operations will be
as follows:
<TABLE>
<CAPTION>
                                                                       Quarter Ended  March 31
                                                                     ----------------------------
                                                                        1997               1996
                                                                       ------             ------

<S>                                                                  <C>                 <C>
Income (Loss) from Continuing Operations. . . . . . . . . .          $  18,576           $ 29,485
Income (Loss) from Discontinued Operations: . . . . . . . .           (219,501)               292
                                                                     ---------           --------
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . .           (200,925)            29,777
Provision for Dividends on Preferred Stock. . . . . . . . .              2,862              2,759
                                                                     ---------           --------
Earnings (Loss) Applicable to Common Stock. . . . . . . . .          $(203,787)          $ 27,018
                                                                     =========           ========
Per Share of Common Stock:
   Income from continuing operations after provision
     for preferred dividends. . . . . . . . . . . . . . . .          $     .22           $    .39
   Discontinued operations. . . . . . . . . . . . . . . . .              (3.11)              -
                                                                     ---------           --------
   Earnings applicable to common stock. . . . . . . . . . .          $   (2.89)          $    .39
                                                                     =========           ========
*The following reconciles net income (loss) of EEX and LSEPO to
income (loss) from the discontinued exploration and production
business segment:

Net income (loss) of EEX. . . . . . . . . . . . . . . . . .          $(234,730)          $     84
Net income of LSEPO . . . . . . . . . . . . . . . . . . . .                135                121
Differences in amounts reported by EEX and LSEPO and amounts
  reported for the discontinued business by ENSERCH in its
  consolidated financial statements (after-tax):
    Write-down of gas and oil properties by ENSERCH in
      excess of write-down incurred by EEX. . . . . . . . .            (26,669)               -
    Amortization of costs capitalized by ENSERCH not
      incurred by EEX . . . . . . . . . . . . . . . . . . .                (91)               (43)
    Effect of property sub-lease transaction. . . . . . . .                -                  247
    Activities not conducted through EEX and other. . . . .              2,405               (110)
    Eliminate minority interest . . . . . . . . . . . . . .             39,449                 (7)
                                                                     ---------           --------
Income (loss) from discontinued exploration and production
     business segment . . . . . . . . . . . . . . . . . . .          $(219,501)          $    292
                                                                     =========           ========
</TABLE>

                                       -12-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                 ENSERCH CORPORATION AND SUBSIDIARY COMPANIES
                                Natural Gas Distribution Operating Data (Unaudited)




                                                                       Three Months Ended
                                                                            March 31
                                                                    --------------------------
                                                                      1997            1996 (a)
                                                                    ------            --------
<S>                                                                 <C>                <C>
Operating Income (in millions). . . . . . . . . . . . . . .         $ 48.0             $ 51.1
                                                                    ======             ======
Natural Gas Sales Revenues by Customer (in millions)
  Residential & commercial. . . . . . . . . . . . . . . . .         $381.8             $334.7
  Industrial. . . . . . . . . . . . . . . . . . . . . . . .            8.7               11.2
  Electric generation . . . . . . . . . . . . . . . . . . .           13.7               10.9
                                                                    ------             ------
       Total gas sales revenues . . . . . . . . . . . . . .          404.2              356.8
Gas transportation revenues (b) . . . . . . . . . . . . . .            3.9                3.7
Other revenues. . . . . . . . . . . . . . . . . . . . . . .            4.4                2.3
                                                                    ------             ------
       Total revenues . . . . . . . . . . . . . . . . . . .         $412.5             $362.8
                                                                    ======             ======
Natural Gas Sales Volumes by Customer (Bcf)
  Residential & commercial. . . . . . . . . . . . . . . . .           61.5               62.2
  Industrial. . . . . . . . . . . . . . . . . . . . . . . .            1.9                3.0
  Electric generation . . . . . . . . . . . . . . . . . . .            3.1                2.8
                                                                    ------             ------
       Total gas sales volumes. . . . . . . . . . . . . . .           66.5               68.0
                                                                    ======             ======
Natural Gas Sales Revenues (per Mcf)
  Residential & commercial. . . . . . . . . . . . . . . . .         $ 6.21             $ 5.38
  Industrial. . . . . . . . . . . . . . . . . . . . . . . .           4.66               3.74
  Electric generation . . . . . . . . . . . . . . . . . . .           4.37               3.81

Natural Gas Purchase Cost (per Mcf) . . . . . . . . . . . .         $ 4.42             $ 3.60

Heating Degree Days . . . . . . . . . . . . . . . . . . . .          1,292              1,458

<FN>
(a)  The 1996 results of the natural gas pipeline and natural gas distribution segments have been restated
     to reflect realignment of functions in 1997.
(b)  Represents the portion of transportation revenues attributable to the distribution system.  Related
     volumes are included within Natural Gas Pipeline, Processing and Marketing statistics.
</FN>
</TABLE>


                                       -13-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                 ENSERCH CORPORATION AND SUBSIDIARY COMPANIES
                Natural Gas Pipeline, Processing and Marketing Operating Data (Unaudited)



                                                                                Three Months Ended
                                                                                     March 31
                                                                            -------------------------
                                                                             1997             1996 (a)
                                                                            ------            -------
<S>                                                                        <C>                <C>
Operating Income (Loss)(in millions)
  Natural Gas Pipeline (before credit) . . . . . . . . . . . . . . .       $ 24.8             $ 24.6
    Credit to customers (b). . . . . . . . . . . . . . . . . . . . .         (8.6)                -
  Natural Gas Processing . . . . . . . . . . . . . . . . . . . . . .          3.9                4.1
  Gas Marketing. . . . . . . . . . . . . . . . . . . . . . . . . . .        (11.4)             (11.6)

Revenues (in millions)
  Natural Gas Pipeline (c)
    Transportation . . . . . . . . . . . . . . . . . . . . . . . . .       $ 47.9             $ 49.3
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         11.3               14.2
                                                                           ------             ------
     Total (before credit) . . . . . . . . . . . . . . . . . . . . .         59.2               63.5
    Credit to customers (b). . . . . . . . . . . . . . . . . . . . .         (8.6)                 -
                                                                           ------             ------
     Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       $ 50.6             $ 63.5
                                                                           ======             ======
  Natural Gas Processing
    Natural gas liquids (d)  . . . . . . . . . . . . . . . . . . . .       $ 23.4             $ 21.0
    Other (e). . . . . . . . . . . . . . . . . . . . . . . . . . . .          9.5                8.3
                                                                           ------             ------
     Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       $ 32.9             $ 29.3
                                                                           ======             ======
  Gas Marketing. . . . . . . . . . . . . . . . . . . . . . . . . . .       $344.0             $252.6
                                                                           ======             ======
Volumes
  Pipeline throughput (Bcf). . . . . . . . . . . . . . . . . . . . .        172.9              182.7
  Gas Processing (MMBbls). . . . . . . . . . . . . . . . . . . . . .          1.4                1.6
  Gas Marketing (Bcf). . . . . . . . . . . . . . . . . . . . . . . .        108.3               97.6

Average Sales Prices
  Natural Gas Liquids (per Bbl). . . . . . . . . . . . . . . . . . .       $16.52             $13.30
  Gas Marketing (per Mcf). . . . . . . . . . . . . . . . . . . . . .         3.18               2.59

<FN>
(a)    The 1996 results of the natural gas pipeline and natural gas distribution segments have been restated to
       reflect realignment of functions in 1997.
(b)    Represents a voluntary credit to customers of Lone Star Gas Company for a transportation charge
       inadvertently collected between 1991 and 1995.
(c)    Includes transportation services for affiliates and third-parties and other miscellaneous revenues.
(d)    Represents revenues from sales of plant production.
(e)    Includes revenues from natural-gas products purchased for resale, gathering fees and other miscellaneous
       revenues.
</FN>
</TABLE>

                                       -14-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                 ENSERCH CORPORATION AND SUBSIDIARY COMPANIES
                 Natural Gas and Oil Exploration and Production Operating Data (Unaudited)




                                                                             Three Months Ended
                                                                                  March 31
                                                                          --------------------------
                                                                            1997               1996
                                                                            ----               ----
<S>                                                                       <C>                 <C>
Operating Income (Loss)(in millions) . . . . . . . . . . . . .            $(397.1)            $  4.4
                                                                          =======             ======
Revenues (in millions) . . . . . . . . . . . . . . . . . . . .            $  85.2             $ 75.4
                                                                          =======             ======
Sales Volumes
  Natural gas (Mmcf) . . . . . . . . . . . . . . . . . . . . .             20,426             24,971
  Oil and condensate (Mbbls) . . . . . . . . . . . . . . . . .              1,147              1,082

Average Sales Price
  Natural gas (per Mcf). . . . . . . . . . . . . . . . . . . .             $ 2.85             $ 2.17
  Oil and condensate (per Bbl) . . . . . . . . . . . . . . . .              21.93              17.90

Net Wells
  Drilled. . . . . . . . . . . . . . . . . . . . . . . . . . .                 16                 18
  Productive . . . . . . . . . . . . . . . . . . . . . . . . .                 11                 17

Data in Equivalent Energy Content (per Mcfe)(a)
  Production revenue . . . . . . . . . . . . . . . . . . . . .             $ 3.05             $ 2.31
  Production and operating costs (b) . . . . . . . . . . . . .                .49                .63
  Depreciation and amortization (c). . . . . . . . . . . . . .                .99               1.01

<FN>
(a)  Oil and natural gas liquids are converted to Mcf equivalents (Mcfe) on the basis of one barrel equals 6.0
     Mcfe.
(b)  Excludes related production, severance and ad valorem taxes.
(c)  Excludes write-down of gas and oil properties.  As a result of the write-down amortization for 1997 was
     reduced approximately $.22 per Mcfe.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                       OPERATING INCOME RECONCILIATION FROM EEX TO ENSERCH SEGMENT


                                                                             Three Months Ended
                                                                                  March 31
                                                                          --------------------------
                                                                            1997               1996
                                                                           ------             ------
<S>                                                                       <C>                 <C>
Operating income of EEX. . . . . . . . . . . . . . . . . . . .            $(355.3)            $  5.7
Amortization of costs capitalized by ENSERCH not incurred
 by EEX  . . . . . . . . . . . . . . . . . . . . . . . . . . .                (.7)
Write-down of gas and oil properties by ENSERCH
 in excess of write-down incurred by EEX . . . . . . . . . . .              (41.0)
Effects of intercompany lease transactions . . . . . . . . . .                                  (1.0)
Activities not conducted through EEX . . . . . . . . . . . . .                (.1)               (.3)
                                                                           ------             ------
Operating income of ENSERCH's natural gas and oil
  exploration and production segment . . . . . . . . . . . . .            $(397.1)            $  4.4
                                                                           ======             ======
</TABLE>

                                       -15-
<PAGE>
<PAGE>

                         PART II.  OTHER INFORMATION



Item 1. Legal Proceedings

        On April 16, 1996, the Corporation and certain directors of the
        Corporation were named as defendants in a lawsuit, Frederick Rand vs.
        ENSERCH Corporation, et al, filed by an alleged shareholder in the
        193rd District Court of Dallas County, Texas.  In this action, the
        plaintiff sought, among other things, to enjoin the Corporation's
        newly adopted shareholder rights plan and the merger agreement between
        the Corporation and TUC and to have the lawsuit certified as a class
        action.  On May 1, 1997, the lawsuit was dismissed without prejudice
        by the plaintiff.

Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits

            EXHIBIT (15) - Letter of Deloitte & Touche LLP dated May 7, 1997,
                           regarding unaudited interim financial statements.


        (b) Reports on Form 8-K

            Current Report on Form 8-K dated January 8, 1997 and January 13,
            1997. (News Releases dated January 8 1997 and January 13, 1997:
            Updates Developments at Cooper Project; EEX Chairman, President
            and CEO.)

            Current Report on Form 8-K dated March 10, 1997. (News Release
            dated March 10, 1997, ENSERCH/Texas Utilities merger.)




                                    -16-
<PAGE>
<PAGE>


                         SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                ENSERCH Corporation
                                                   (Registrant)



Date:  May 14, 1997                    By:      /s/ M. E. Rescoe
                                            ---------------------------
                                              M. E. Rescoe, Senior Vice
                                              President, Finance and
                                              Chief Financial Officer




Date:  May 14, 1997                    By     /s/ J. W. Pinkerton
                                           ---------------------------
                                              J. W. Pinkerton,
                                              Vice President and Controller,
                                              Chief Accounting Officer











                                                  -17-