UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

            [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                     -- OR--

          [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              EXACT NAME OF REGISTRANT AS
              SPECIFIED IN ITS CHARTER;                          STATE OR OTHER
COMMISSION    ADDRESS OF PRINCIPAL EXECUTIVE  I.R.S. EMPLOYER    JURISDICTION OF
FILE NUMBER   OFFICES; AND TELEPHONE NUMBER   IDENTIFICATION NO. INCORPORATION

--------------------------------------------------------------------------------

001-15709-01  TXU EUROPE CAPITAL I            To Be Applied For     Delaware
              Energy Plaza
              1601 Bryan Street
              Dallas, Texas 75201-3411
              (214) 812-4600

333-82307-02  TXU EUROPE FUNDING I, L.P.      To Be Applied For     Delaware
              Suite 350
              1013 Centre  Street
              Wilmington, Delaware 19805


SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                   NAME OF EACH EXCHANGE ON
REGISTRANT              TITLE OF EACH CLASS            WHICH REGISTERED
----------              -------------------            ----------------

TXU Europe Capital I    9 3/4% Trust Originated        New York Stock Exchange
                        Preferred Securities

--------------------------------------------------------------------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:  None


Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.  Yes      No  X
                                                    ----   -----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

Aggregate market value of common stock
held by non-affiliates:                     TXU Europe Capital I - None
                                            TXU Europe Funding I, L.P. - None

Common stock outstanding at May 4, 2000:    TXU Europe Capital I - None
                                            TXU Europe Funding I, L.P. - None


DOCUMENTS  INCORPORATED  BY REFERENCE:     PROSPECTUS,  DATED FEBRUARY 24, 2000,
FILED PURSUANT TO RULE 424(B) (3) IN CONNECTION WITH  REGISTRATION  STATEMENT ON
FORM S-1 (NOS. 333-93509, 333-93509-01,  333-93509-02 AND 333-93509-03) FILED BY
THE   REGISTRANTS,   TXU  EASTERN   FUNDING  COMPANY  AND  TXU  EUROPE  LIMITED,
INCORPORATED IN PART BY REFERENCE IN PART I.


<PAGE>

                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  BUSINESS .......................................................... 1

         SUMMARY CORPORATE STRUCTURE........................................ 1

         TXU EUROPE CAPITAL I .............................................. 1

         TXU EUROPE FUNDING I, L.P.......................................... 1

         TXU EUROPE LIMITED................................................. 2

ITEM 2.  PROPERTIES......................................................... 2

ITEM 3.  LEGAL PROCEEDINGS.................................................. 2

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................ 2


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS................................................ 2

ITEM 6.  SELECTED FINANCIAL DATA............................................ 3

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.............................................. 3

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......... 3

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................ 3

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE...........................................10


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.................10

ITEM 11. EXECUTIVE COMPENSATION.............................................11

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....11

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................11


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K....11


SIGNATURES   ...............................................................14



                                        i

<PAGE>

                                     PART I

     ITEM 1.  BUSINESS

                           SUMMARY CORPORATE STRUCTURE

         TEXAS UTILITIES COMPANY (doing business as TXU Corp.)

                  TXU EUROPE LIMITED

                           TXU Europe CP, Inc.

                                    TXU Europe Capital I

                           TXU Europe Funding I, L.P.



                              TXU EUROPE CAPITAL I

TXU Europe Capital I (TXU Europe  Capital or the Trust) is a statutory  business
trust  created  under  the  Delaware  Business  Trust  Act  pursuant  to a trust
agreement  (Trust  Agreement)  and the filing of a certificate of trust with the
Secretary  of State of the State of  Delaware on November  22,  1999.  The Trust
Agreement was  subsequently  amended by an Amended and Restated Trust  Agreement
dated as of March 2, 2000. TXU Europe CP, Inc. (the Control  Party),  a Delaware
corporation,  retains  administrative and appointment powers with respect to the
trust by virtue of its ownership of the trust's control certificate. The control
certificate  does not provide any economic  interest in the trust to the Control
Party.  The trust  exists for the  exclusive  purpose of (i) issuing the control
certificate and 9 3/4% Trust Originated  Preferred  Securities  (Preferred Trust
Securities)  representing  undivided beneficial ownership interest in the assets
of the  Trust,  (ii)  investing  the gross  proceeds  from the  issuance  of the
Preferred  Trust  Securities in 9.75%  Preferred  Partnership  Securities of TXU
Europe Funding I, L.P. (TXU Europe Funding or the Partnership), representing the
limited  partnership  interests of the  Partnership  and (iii)  engaging in only
those  other  activities  necessary  or  incidental  thereto.  The  Trust  has a
perpetual  existence,  subject to certain  termination events as provided in its
Amended and Restated Trust Agreement. The Trust has no employees.

                           TXU EUROPE FUNDING I, L.P.

         TXU Europe  Funding I, L.P.  is a limited  partnership  that was formed
under the Delaware Revised Uniform Limited Partnership Act, as amended, pursuant
to an  agreement  of  limited  partnership  and the filing of a  certificate  of
limited  partnership  with the  Secretary  of State of Delaware on November  22,
1999,  which was  subsequently  amended by an amended and restated  agreement of
limited  partnership  dated as of March 2, 2000.  TXU Europe Limited is the sole
general  partner of the  Partnership.  The Partnership is managed by the general
partner and exists for the  exclusive  purpose of (i)  issuing  its  Partnership
interests,  (ii)  purchasing  certain  eligible debt  instruments of TXU Eastern
Funding Company (TXU Eastern Funding) and TXU Europe Group plc with the proceeds
from (a) the sale of its 9.75% Preferred  Partnership  Securities,  representing
limited partnership interests in the Partnership, to the Trust and (b) a capital
contribution  from TXU Europe  Limited in exchange  for the general  partnership
interest in the Partnership  (collectively,  the Partnership Proceeds) and (iii)
engaging in only those other  activities  necessary or incidental  thereto.  The
Partnership has no employees.

         The  information  set forth under the headings "TXU Europe  Capital I",
"TXU Europe Funding I, L.P."  "Description  of the TOPrS",  "Description  of the
Trust  Guarantee",   "Description  of  the  Preferred  Partnership  Securities",


                                       1
<PAGE>


"Description  of the  Partnership  Guarantee"  and  "Description  of the Funding
Debentures"  in the  Prospectus  dated  February  24,  2000 of the Trust and the
Partnership are incorporated by reference herein.

                               TXU EUROPE LIMITED

         TXU Europe Limited is the sole general partner of the  Partnership.  In
addition, the Control Party is a wholly-owned  subsidiary of TXU Europe Limited.
TXU Europe Limited is a private limited company  incorporated  under the laws of
England and Wales on February 5, 1998 and is an indirect wholly-owned subsidiary
of TXU Corp. TXU Corp. is a holding company that,  through its subsidiaries,  is
engaged in the  generation,  purchase,  transmission,  distribution  and sale of
electricity; the gathering, processing, transmission and distribution of natural
gas; energy  services;  and  telecommunications,  primarily in the United States
(US),  Europe and  Australia.  TXU Europe  Limited is a holding  company for TXU
Corp.'s United Kingdom (UK) and other European operations.

         Almost all of TXU Europe Limited's operating income is derived from TXU
Europe Group plc (TXU Europe  Group) and TXU Europe  Group's  subsidiaries,  and
almost all of TXU Europe  Limited's  consolidated  assets are held by TXU Europe
Group and TXU Europe  Group's  subsidiaries.  TXU Europe Limited owns 90% of the
outstanding ordinary shares of TXU Finance (No. 2) Limited,  (TXU Finance).  The
remaining  10% of TXU  Finance's  outstanding  ordinary  shares  are  owned by a
wholly-owned US subsidiary of TXU Corp.

         TXU Eastern Funding is a private unlimited company  incorporated  under
the laws of England and Wales and is a wholly-owned  indirect  subsidiary of TXU
Europe Limited.  TXU Eastern Funding was organized solely to provide funding for
the  operations  of TXU Europe  Limited  and its  subsidiaries  by issuing  debt
securities and lending the proceeds to TXU Europe Limited.

ITEM 2.  PROPERTIES

None

ITEM 3.  LEGAL PROCEEDINGS

         TXU Europe  Capital and TXU Europe Funding know of no material legal or
arbitration  proceedings  which  could have a material  adverse  effect upon TXU
Europe Capital's or TXU Europe Funding's businesses or financial positions.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The control certificate of the Trust and the general partnership interest in the
Partnership  are  owned  directly  or  indirectly  by  TXU  Europe  Limited  and
ultimately held indirectly by TXU Corp.



                                       2
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

None.  The  Trust and the  Partnership  have been in  existence  from  formation
(November 22, 1999),  and there have been no changes in the financial  condition
or results of  operations  for the period from  formation  through  December 31,
1999.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

None.  The  Trust and the  Partnership  have been in  existence  from  formation
(November 22, 1999),  and there have been no changes in the financial  condition
or results of  operations  for the period from  formation  through  December 31,
1999.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.  The  Trust and the  Partnership  have been in  existence  from  formation
(November 22, 1999),  and there have been no transactions  involving market risk
for the period from formation through December 31, 1999.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



                                       3
<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To the Trustees of TXU Europe Capital I

         We have audited the accompanying  balance sheet of TXU Europe Capital I
(the "Trust") as of December 31, 1999. This balance sheet is the  responsibility
of the Trust's  management.  Our responsibility is to express an opinion on this
balance sheet based on our audit.

         We conducted our audit in accordance with auditing standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain  reasonable  assurance about whether the balance
sheet is free of material misstatement.  An audit includes examining,  on a test
basis,  evidence supporting the amounts and disclosures in the balance sheet. An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by management,  as well as evaluating the overall  balance sheet
presentation.  We  believe  that  our  audit of the  balance  sheet  provides  a
reasonable basis for our opinion.

         In our opinion,  such balance sheet  presents  fairly,  in all material
respects,  the  financial  position of the Trust as of  December  31,  1999,  in
conformity with accounting principles generally accepted in the United States of
America.


/S/ DELOITTE & TOUCHE

May 4, 2000
London, England



                                       4
<PAGE>


                                BALANCE SHEET OF

                              TXU EUROPE CAPITAL I

                                                             December 31, 1999
                                                             -----------------


         Assets.................................................$         0
                                                                 ==========

         Trust Originated Preferred Securities..................$         0
                                                                 ==========




                 NOTES TO BALANCE SHEET OF TXU EUROPE CAPITAL I

1.       DESCRIPTION OF BUSINESS

             TXU  Europe  Capital  I (TXU  Europe  Capital  or the  Trust)  is a
         statutory  business trust formed on November 22, 1999 under the laws of
         the State of Delaware for the  exclusive  purpose of (i) issuing  Trust
         Originated   Preferred   Securities    (Preferred   Trust   Securities)
         representing  undivided  beneficial ownership interest in the assets of
         the   Trust,   (ii)   purchasing   Preferred   Partnership   Securities
         representing the limited partnership interests of TXU Europe Funding I,
         L.P. (TXU Europe Funding or the Partnership) with the proceeds from the
         sale of the  Preferred  Trust  Securities,  and (iii)  engaging in only
         those other activities necessary or incidental thereto. The Trust has a
         perpetual existence,  subject to certain termination events as provided
         in its Trust Agreement.

              The  proceeds  from  the  Trust's  sale  of  the  Preferred  Trust
         Securities   will  be  used  to  purchase  the  Preferred   Partnership
         Securities  from  the  Partnership.  Holders  of  the  Preferred  Trust
         Securities  will have limited voting rights and will not be entitled to
         vote to  appoint,  remove or replace,  or to  increase or decrease  the
         number of, Trustees,  which voting rights are vested exclusively in the
         holder of a control certificate.

             TXU Europe  Limited will be obligated  to pay  compensation  to the
         underwriters  of the offering of the Preferred  Trust  Securities.  TXU
         Europe  Limited  will  pay  all  fees  and  expenses   related  to  the
         organization and operations of the Trust (including any taxes,  duties,
         assessments  or  governmental  charges of whatever  nature  (other than
         withholding  taxes)  imposed by the United States or any other domestic
         taxing  authority  upon the Trust) and the  offering  of the  Preferred
         Trust Securities and be responsible for all debts and other obligations
         of the Trust (other than the Preferred  Trust  Securities).  TXU Europe
         Limited  will also agree to indemnify  the  trustees and certain  other
         persons.

2.       BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

             The financial statements are prepared in conformity with accounting
         principles  generally  accepted  in the United  States of  America  (US
         GAAP).

             USE  OF  ESTIMATES  - The  preparation  of  the  Trust's  financial
         statements  requires management to make estimates and assumptions about
         future events that affect the  reporting  and  disclosure of assets and
         liabilities  at the  balance  sheet dates and the  reported  amounts of
         revenue  and  expense  during  the period  covered by the  consolidated
         financial  statements.  In the event estimates and/or assumptions prove
         to be different from actual amounts, adjustments are made in subsequent
         periods to reflect more current information.



                                       5
<PAGE>

3.       SUBSEQUENT EVENT - ISSUANCE OF PREFERRED TRUST SECURITIES

             On March 2, 2000, the Trust issued to investors  6,000,000 units of
         9 3/4% Preferred Trust Securities in an aggregate liquidation amount of
         $150 million.  In a series of related  transactions,  the proceeds from
         this issuance were invested in Preferred Partnership  Securities issued
         by the Partnership.  The Partnership,  in turn, used those funds, along
         with a capital  contribution  of  approximately  $26  million  from TXU
         Europe Limited received March 2, 2000, to purchase junior  subordinated
         debentures  issued by TXU Eastern  Funding Company and TXU Europe Group
         plc. The Preferred Trust  Securities  have a liquidation  preference of
         $25  per  unit.  The  only  assets  of  the  Trust  are  the  Preferred
         Partnership  Securities.  The Preferred Trust Securities are subject to
         mandatory   redemption  upon  payment  of  the  Preferred   Partnership
         Securities  which may be redeemed at the option of TXU Europe  Limited,
         in whole,  or in part, at any time on or after March 2, 2005. The Trust
         will  use  distributions  it  receives  on  the  Preferred  Partnership
         Securities  to  make  cash   distributions   on  the  Preferred   Trust
         Securities.  TXU Europe Limited has issued  guarantees of the Preferred
         Trust Securities,  the Preferred Partnership  Securities and the junior
         subordinated debentures held by the Partnership.


                                       6
<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To the General Partner and Initial Limited Partner of TXU Europe Funding I, L.P.

         We have audited the accompanying balance sheet of TXU Europe Funding I,
L.P.  (the  "Partnership")  as of December 31, 1999.  This balance  sheet is the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on this balance sheet based on our audit.

         We conducted our audit in accordance with auditing standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain  reasonable  assurance about whether the balance
sheet is free of material misstatement.  An audit includes examining,  on a test
basis,  evidence supporting the amounts and disclosures in the balance sheet. An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by management,  as well as evaluating the overall  balance sheet
presentation.  We  believe  that  our  audit of the  balance  sheet  provides  a
reasonable basis for our opinion.

         In our opinion,  such balance sheet  presents  fairly,  in all material
respects,  the financial position of the Partnership as of December 31, 1999, in
conformity with accounting principles generally accepted in the United States of
America.



/s/ DELOITTE & TOUCHE

May 4, 2000
London, England



                                       7
<PAGE>


                                BALANCE SHEET OF
                           TXU EUROPE FUNDING I, L.P.

                                DECEMBER 31, 1999

         Assets................................................$     0
                                                               ========

         Partnership Securities
                  Limited partner interest.....................  $  85
                  General partner interest.....................     15
                                                                  -----
                                                                   100
         Less:  Receivables from partners for subscribed
                partnership interests..........................   (100)
                                                                 -----
         Partnership Equity....................................$    0
                                                                 ======



             NOTES TO BALANCE SHEET OF TXU EUROPE FUNDING I, L.P.

1.       DESCRIPTION OF BUSINESS

             TXU  Europe  Funding  I,  L.P.  (the   Partnership)  is  a  limited
         partnership  that was formed under the Delaware Revised Uniform Limited
         Partnership Act on November 22, 1999, for the exclusive  purpose of (i)
         issuing its Partnership  interests,  (ii) purchasing  certain  eligible
         debt  instruments  of TXU  Eastern  Funding  Company  and  one or  more
         subsidiaries  of TXU Europe Limited with the proceeds from (a) the sale
         of Preferred Partnership Securities to TXU Europe Capital I (the Trust)
         and (b) a capital  contribution from TXU Europe Limited in exchange for
         the general partnership interest in the Partnership (collectively,  the
         Partnership Proceeds) and (iii) engaging in only those other activities
         necessary or incidental thereto.

             Except as  provided in the forms of Amended  and  Restated  Limited
         Partnership  Agreement and Preferred  Partnership  Securities Guarantee
         Agreement,  and as  otherwise  provided  by  law,  the  holders  of the
         Preferred Partnership Securities will have no voting rights.

             The  Partnership  Proceeds will be used  initially to purchase debt
         instruments  from TXU Eastern  Funding Company and one or more eligible
         subsidiaries of TXU Europe Limited, and other eligible debt securities.
         The  Partnership  will have a  perpetual  existence  subject to certain
         termination  events.  TXU Europe Limited is the sole general partner of
         the Partnership  and, in that capacity,  has agreed to pay all fees and
         expenses  related to the organization and operations of the Partnership
         (including  any taxes,  duties,  assessments  or government  charges of
         whatever  nature (other than  withholding  taxes) imposed by the United
         States or any other domestic taxing authority upon the Partnership) and
         the offering of the Preferred Partnership Securities and be responsible
         for all debts and other obligations of the Partnership (other than with
         respect to the Preferred Partnership  Securities).  TXU Europe Limited,
         as sole general partner,  will agree to indemnify  certain officers and
         agents of the Partnership.

2.       BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

             The  financial   statements   are  prepared  in  conformity   with
         accounting  principles  generally  accepted  in the  United  States  of
         America (US GAAP).

             USE OF ESTIMATES -  The preparation of the Partnership's  financial
         statements  requires management to make estimates and assumptions about
         future events that affect the  reporting  and  disclosure of assets and



                                       8
<PAGE>

         liabilities  at the  balance  sheet dates and the  reported  amounts of
         revenue  and  expense  during  the period  covered by the  consolidated
         financial  statements.  In the event estimates and/or assumptions prove
         to be different from actual amounts, adjustments are made in subsequent
         periods to reflect more current information.

3.       SUBSEQUENT EVENT - ISSUANCE OF PREFERRED TRUST SECURITIES

             On March 2, 2000, the Trust issued to investors  6,000,000 units of
         9  3/4%  Trust  Originated   Preferred   Securities   (Preferred  Trust
         Securities) in an aggregate  liquidation  amount of $150 million.  In a
         series of related  transactions,  the proceeds  from this issuance were
         invested in Preferred Partnership Securities issued by the Partnership.
         The  Partnership,  in turn,  used  those  funds,  along  with a capital
         contribution  of  approximately  $26  million  from TXU Europe  Limited
         received on March 2, 2000, to purchase junior  subordinated  debentures
         issued by TXU Eastern  Funding  Company and TXU Europe  Group plc.  The
         Preferred  Trust  Securities and the Preferred  Partnership  Securities
         have a liquidation  preference of $25 per unit.  The only assets of the
         Trust are the Preferred  Partnership  Securities.  The Preferred  Trust
         Securities  are subject to  mandatory  redemption  upon  payment of the
         Preferred Partnership Securities which may be redeemed at the option of
         TXU Europe Limited, in whole, or in part, at any time on or after March
         2, 2005. The Trust will use  distributions it receives on the Preferred
         Partnership  Securities  to make cash  distributions  on the  Preferred
         Trust  Securities.  TXU Europe  Limited  has issued  guarantees  of the
         Preferred Trust Securities,  the Preferred  Partnership  Securities and
         the junior subordinated debentures held by the Partnership.



                                       9
<PAGE>


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES

None

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  Trust  has no  directors  or  officers.  The  Trustees  of the Trust are as
follows:

Administrative Trustees:         Kirk R. Oliver
                                 Laura Anderson
                                 Philip S. Toler
                                 Jacqueline Harrison

Property Trustee:                The Bank of New York
Delaware Trustee:                The Bank of New York (Delaware)

         Mr. Oliver is the Vice President and Treasurer of TXU Corp. and certain
of its  subsidiaries.  Ms.  Anderson  is the  Manager of  Corporate  Finance and
Compliance  of TXU  Corp.  and  Assistant  Treasurer  of TXU  Business  Services
Company,  a subsidiary of TXU Corp.  Mr. Toler is a Financial  Consultant at TXU
Business  Services.  Ms. Harrison is the Manager of TXU Shareholder  Services of
TXU Business Services Company.

         The Partnership has no directors or executive  officers.  However,  the
Amended and Restated Agreement of Limited  Partnership  provides that TXU Europe
Limited,  as general partner of the Partnership,  is solely  responsible for the
management and direction of the  Partnership.  Limited partners do not take part
in the management of the Partnership's business.

         The following table lists information with respect to the management of
TXU Europe Limited:

             NAME                        AGE                POSITION
             ----                        ---                --------
Erle Nye                                  62                Director
H. Jarrell Gibbs                          61                Director
Michael J. McNally                        45                Director
Robert A. Wooldridge                      61                Director
Philip G. Turberville                     48                Director
Paul C. Marsh                             41                Director
Derek C. Bonham                           56                Director

         Erle Nye has been a director of TXU Europe Limited since February 1998.
He has served as a director and Chairman of the Board and Chief Executive of TXU
Corp.  since May 1997 and of TXU Gas Company since August 1997. He has also been
a director and Chairman of the Board and Chief Executive of TXU Electric Company
for more than the last five  years.  Mr. Nye is also a director  of TXU  Eastern
Funding.  In addition,  Mr. Nye was  President of TXU Corp.  from  February 1987
through May 1995 and  President and Chief  Executive of TXU Corp.  from May 1995
through May 1997.

         H. Jarrell  Gibbs has served as a director of TXU Europe  Limited since
February 1998. He is Vice Chairman of TXU Corp. and a director and Vice Chairman
of the Board of TXU Gas Company. Before that, Mr. Gibbs was the President of TXU
Electric  Company and Vice  President  and  Principal  Financial  Officer of TXU
Corp..  Mr.  Gibbs is also a  director  of TXU Europe  Group and of TXU  Eastern
Funding.



                                       10
<PAGE>

         Michael J. McNally has served as a director of TXU Europe Limited since
February 1998. He is the Executive Vice President and Chief Financial Officer of
TXU Corp. Before that, Mr. McNally was President of the Transmission Division of
TXU  Electric  Company;  Executive  Vice  President  of  TXU  Electric  Company;
Principal of Enron  Development  Corporation;  Managing  Director of  Industrial
Services of Enron  Capital and Trade  Resources;  and  President of Houston Pipe
Line Company and Enron Gas Liquids,  Inc. Mr.  McNally is also a director of TXU
Electric Company, TXU Gas Company and TXU Eastern Funding.

         Robert A.  Wooldridge  has been a director of TXU Europe  Limited since
February 1998. Mr.  Wooldridge is a partner in the law firm Worsham,  Forsythe &
Wooldridge L.L.P. in Dallas,  Texas, which provides legal services to TXU Europe
Limited and TXU Eastern Funding,  as well as TXU Corp. and other subsidiaries of
TXU Corp.  Mr.  Wooldridge is also a director of TXU Gas Company and TXU Eastern
Funding.

         Philip G.  Turberville  has served as a director of TXU Europe  Limited
since May 1999. Mr. Turberville has served as a director and the Chairman of the
Board and Chief  Executive  Officer of TXU Europe  Group since  January 4, 1999.
Before that, Mr.  Turberville was President of the Europe Oil Products  division
of The Royal  Dutch  Shell  Group,  where he had  worked  in a variety  of roles
providing  him  with  extensive   international   experience   since  1976.  Mr.
Turberville is also a director of TXU Eastern Funding.

      Paul C.  Marsh has served as a director  of TXU Europe  Limited  since May
1999.  He has been with TXU Europe  Group since  October  1992 and has served as
Finance  Director of TXU Europe Group since February 24, 1997.  Before that, Mr.
Marsh worked in Ernst & Young's  Corporate  Advisory Services  Division.  Before
that, Mr. Marsh served as Finance Director in two medium sized private sales and
trading groups. Mr. Marsh is also a director of TXU Europe Group and TXU Eastern
Funding.

      Derek C. Bonham has served as a director of TXU Europe  Limited  since May
1999.  He has served as  Chairman of Imperial  Tobacco  Group PLC since  October
1996. Before that, Mr. Bonham was Chairman of The Energy Group PLC from February
1997 through July 1998.  Before that,  Mr. Bonham served as Deputy  Chairman and
Chief  Executive of Hanson PLC from November  1993 through  February 1997 and as
Chief Executive of Hanson PLC from April 1992 through  November 1993. Mr. Bonham
is also a director of Glaxo Wellcome PLC, Imperial Tobacco Group PLC,  Newsquest
PLC, Fieldens PLC and TXU Corp.

ITEM 11. EXECUTIVE COMPENSATION

None of the  Administrative  Trustees of the Trust receives any compensation for
serving as an  Administrative  Trustee or acting in any  capacity  for the Trust
separate from his or her  compensation  as an employee of TXU Corp.  None of the
Directors  of TXU Europe  Limited  receives any  compensation  for acting in any
capacity for the Partnership  separate from their  compensation as a Director or
employee of TXU Europe Limited or TXU Corp.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The control certificate of the Trust and the general partnership interest in the
Partnership  are  owned  directly  or  indirectly  by  TXU  Europe  Limited  and
ultimately held indirectly by TXU Corp.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TXU  Europe  Limited  has  agreed to pay all fees and  expenses  related  to the
organization and operations of the Trust and the Partnership.

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) The financial statement schedules are omitted because of the absence of
         the  conditions  under which they are  required or because the required
         information  is included in the  consolidated  financial  statements or
         notes thereto.



                                       11
<PAGE>

(b)      Reports on Form 8-K:

         None

(c)      Exhibits:

          a)  Exhibits filed as a part of Part II are:



<TABLE>
<CAPTION>

                   PREVIOUSLY FILED*
             -------------------------------
   EXHIBIT    WITH FILE NUMBER   AS EXHIBIT
  ---------  --------------------------------
  <S>        <C>                <C>           <C>
  3(a)          333-93509;         3(e)    -   Trust Agreement of TXU Europe Capital I, dated as of
              333-93509-01;                    November 22, 1999.
            333-93509-02 and;
              333-93509-03

  3(b)         333-93509;          3(f)    -   Certificate of Trust of TXU Europe Capital I, dated
             333-93509-01;                     November 22, 1999.
           333-93509-02 and;
             333-93509-03

  3(c)        333-93509;           3(g)    -   Partnership Agreement of TXU Europe Funding I, L.P.,
            333-93509-01;                      dated as of November 22, 1999.
          333-93509-02 and;
            333-93509-03

  3(d)      333-93509;             3(h)    -   Certificate of Limited Partnership of TXU Europe
           333-93509-01;                       Funding I, L.P., dated November 22, 1999.
          333-93509-02 and;
            333-93509-03

  3(e)      1-12833                4(rrr)  -   Amended and Restated Trust Agreement, dated as of
         Form 10-K (1999)                      March 2, 2000, among TXU Business Services Company,
                                               TXU Europe Limited, TXU Europe CP, Inc., and The Bank
                                               of New York, The Bank of New York (Delaware), and the
                                               Administrative Trustees of TXU Europe Capital I.

  3(f)      1-12833                4(sss)  -   Amended and Restated Partnership Agreement of
         Form 10-K (1999)                      Limited Partnership, dated as of March 2, 2000, of
                                               TXU Europe Funding I, L.P.

  4(a)     1-12833                 4(ttt)  -   Preferred Trust Securities Guarantee, dated as of
        Form 10-K (1999)                       March 2, 2000, between TXU Europe Limited and The
                                               Bank of New York.

  4(b)     1-12833                 4(uuu)  -   Preferred Partnership Securities Guarantee, dated
        Form 10-K (1999)                       as of March 2, 2000, between TXU Europe Limited and
                                               The Bank of New York.

  4(c)     1-12833                 4(vvv)  -   Indenture (for Unsecured Subordinated Debt
        Form 10-K (1999)                       Securities), dated as of March 2, 2000, among
                                               Funding, TXU Europe Limited and The Bank of New York.

  4(d)     1-12833                 4(www)  -   Officer's certificate, dated as of March 2, 2000,
        Form 10-K (1999)                       establishing the terms of the 9.75% Junior
                                               Subordinated Deferrable  Interest Debentures,
                                               Series A, due March 2, 2020, of Funding.

  4(e)     1-12833                 4(xxx)  -   Deposit Agreement, dated as of March 2, 2000,
        Form 10-K (1999)                       between The Bank of New York and Funding.



                                       12
<PAGE>

  4(f)        1-12833              4(yyy)  -   Indenture (for Unsecured Subordinated Debt
           Form 10-K (1999)                    Securities) dated as of March 2, 2000, among TXU
                                               Europe Group, TXU Europe Limited and The Bank of New
                                               York.

  4(g)        1-12833              4(zzz)  -   Officer's Certificate, dated as of March 2, 2000,
           Form 10-K (1999)                    establishing the terms of the 9.75% Junior
                                               Subordinated Deferrable Interest Debentures,
                                               Series A, due March 2, 2020 of TXU Europe Group.

  4(h)        1-12833              4(A)    -   Deposit Agreement, dated as of March 2, 2000,
           Form 10-K (1999)                    between The Bank of New York TXU Europe Group plc.

  27(a)                                    -   Financial  Data Schedule - TXU Europe Capital I

  27(b)                                    -   Financial Data Schedule - TXU Europe Funding I, L.P.

  99(a)                                    -   Prospectus, dated February 24, 2000, relating to the
                                               Preferred Trust Securities

                                           -----------------------
                                           *  Incorporated  herein by reference.

</TABLE>



                                       13
<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  TXU Europe  Capital I has duly  caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                        Signatures             Title                 Date
                        ----------             -----                 ----

          /s/ Kirk Oliver               Administrative Trustee
-------------------------------------
           (Kirk Oliver)


         /s/ Laura Anderson             Administrative Trustee
-------------------------------------
           (Laura Anderson)


        /s/ Phillip Toler               Administrative Trustee    May 10, 2000
-------------------------------------
          (Phillip Toler)


        /s/ Jackie Harrison             Administrative Trustee
-------------------------------------
         (Jackie Harrison)


         TXU Europe  Capital I has no  principal  executive  officer,  principal
financial  officer,  principal  accounting  officer or board of  directors.  The
Trustees of the Trust, (which include the Administrative  Trustees, the Property
Trustee and the Delaware  Trustee)  together exercise all powers and perform all
functions with respect to the Trust.



                                       14
<PAGE>


                                   SIGNATURES

       Pursuant  to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934,  TXU Europe Funding I, L.P. has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                               TXU EUROPE FUNDING I, L.P.

Date:    May 10, 2000                         By /s/ Paul C. Marsh
                                                 ------------------------------
                                                  Name:  Paul C. Marsh
                                                  For and on behalf of TXU
                                                  Europe Limited, General
                                                  Partner

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES  EXCHANGE ACT OF 1934, THIS
      REPORT HAS BEEN  SIGNED  BELOW BY THE  FOLLOWING  PERSONS ON BEHALF OF TXU
      EUROPE LIMITED, GENERAL PARTNER TO THE PARTNERSHIP,  AND IN THE CAPACITIES
      AND ON THE DATE INDICATED.

             Signatures                           Title             Date
             ----------                           -----             ----

           /s/ Erle Nye                          Director
-------------------------------------------
             (Erle Nye)

         /s/ Philip G. Turberville               Director
-------------------------------------------
         (Philip G. Turberville)

           /s/ Paul C. Marsh                     Director
-------------------------------------------
            (Paul C. Marsh)

         /s/ Derek C. Bonham                     Director
-------------------------------------------
           (Derek C. Bonham)                                     May 10, 2000

         /s/ H. Jarrell Gibbs                    Director
-------------------------------------------
          (H. Jarrell Gibbs)

       /s/ Michael J. McNally                    Director
-------------------------------------------
         (Michael J. McNally)

        /s/ Robert A. Wooldridge                 Director
-------------------------------------------
        (Robert A. Wooldridge)




         TXU  Europe  Funding  I,  L.P.  has  no  principal  executive  officer,
principal financial officer, principal accounting officer or board of directors.
The  Partners of the  Partnership,  (which  include the General  Partner and the
Limited  Partner)  together  exercise all powers and perform all functions  with
respect to the Partnership.



                                       15
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>

                   PREVIOUSLY FILED*
             -------------------------------
   EXHIBIT    WITH FILE NUMBER   AS EXHIBIT
  ---------  --------------------------------
  <S>        <C>                <C>           <C>
  3(a)          333-93509;         3(e)    -   Trust Agreement of TXU Europe Capital I, dated as of
              333-93509-01;                    November 22, 1999.
            333-93509-02 and;
              333-93509-03

  3(b)         333-93509;          3(f)    -   Certificate of Trust of TXU Europe Capital I, dated
             333-93509-01;                     November 22, 1999.
           333-93509-02 and;
             333-93509-03

  3(c)        333-93509;           3(g)    -   Partnership Agreement of TXU Europe Funding I, L.P.,
            333-93509-01;                      dated as of November 22, 1999.
          333-93509-02 and;
            333-93509-03

  3(d)      333-93509;             3(h)    -   Certificate of Limited Partnership of TXU Europe
           333-93509-01;                       Funding I, L.P., dated November 22, 1999.
          333-93509-02 and;
            333-93509-03

  3(e)      1-12833                4(rrr)  -   Amended and Restated Trust Agreement, dated as of
         Form 10-K (1999)                      March 2, 2000, among TXU Business Services Company,
                                               TXU Europe Limited, TXU Europe CP, Inc., and The Bank
                                               of New York, The Bank of New York (Delaware), and the
                                               Administrative Trustees of TXU Europe Capital I.

  3(f)      1-12833                4(sss)  -   Amended and Restated Partnership Agreement of
         Form 10-K (1999)                      Limited Partnership, dated as of March 2, 2000, of
                                               TXU Europe Funding I, L.P.

  4(a)     1-12833                 4(ttt)  -   Preferred Trust Securities Guarantee, dated as of
        Form 10-K (1999)                       March 2, 2000, between TXU Europe Limited and The
                                               Bank of New York.

  4(b)     1-12833                 4(uuu)  -   Preferred Partnership Securities Guarantee, dated
        Form 10-K (1999)                       as of March 2, 2000, between TXU Europe Limited and
                                               The Bank of New York.

  4(c)     1-12833                 4(vvv)  -   Indenture (for Unsecured Subordinated Debt
        Form 10-K (1999)                       Securities), dated as of March 2, 2000, among
                                               Funding, TXU Europe Limited and The Bank of New York.

  4(d)     1-12833                 4(www)  -   Officer's certificate, dated as of March 2, 2000,
        Form 10-K (1999)                       establishing the terms of the 9.75% Junior
                                               Subordinated Deferrable  Interest Debentures,
                                               Series A, due March 2, 2020, of Funding.

  4(e)     1-12833                 4(xxx)  -   Deposit Agreement, dated as of March 2, 2000,
        Form 10-K (1999)                       between The Bank of New York and Funding.

  4(f)     1-12833                 4(yyy)  -   Indenture (for Unsecured Subordinated Debt
        Form 10-K (1999)                       Securities) dated as of March 2, 2000, among TXU
                                               Europe Group, TXU Europe Limited and The Bank of New
                                               York.

  4(g)     1-12833                 4(zzz)  -   Officer's Certificate, dated as of March 2, 2000,
        Form 10-K (1999)                       establishing the terms of the 9.75% Junior
                                               Subordinated Deferrable Interest Debentures,
                                               Series A, due March 2, 2020 of TXU Europe Group.

  4(h)     1-12833                 4(A)    -   Deposit Agreement, dated as of March 2, 2000,
        Form 10-K (1999)                       between The Bank of New York TXU Europe Group plc.

  27(a)                                    -   Financial  Data Schedule - TXU Europe Capital I

  27(b)                                    -   Financial Data Schedule - TXU Europe Funding I, L.P.

  99(a)                                    -   Prospectus, dated February 24, 2000, relating to the
                                               Preferred Trust Securities

                                           -----------------------
                                           *  Incorporated  herein by reference.

</TABLE>