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                                                                                                                        EXHIBIT 12
                                           ENSERCH CORPORATION AND SUBSIDIARY COMPANIES
                                      (A WHOLLY-OWNED SUBSIDIARY OF TEXAS UTILITIES COMPANY)
                                         COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                                 AND RATIO OF EARNINGS TO COMBINED
                                               FIXED CHARGES AND PREFERRED DIVIDENDS


                                                                                                     Predecessor (1)
                                                                                        ------------------------------------------

                                                                                        Period From
                                                                          Period From    January 1,
                                                                          Acquisition      1997
                                                             Year ended     Date to         To         Year Ended December 31
                                                            December 31,  December 31,  Acquisition ------------------------------
                                                                1998          1997         Date       1996      1995      1994
                                                            ------------  ------------  ----------- --------  --------  ----------
                                                                                        (In thousands except ratios)
<S>                                                            <C>          <C>         <C>         <C>       <C>        <C>
EARNINGS:
 Income (loss) from continuing operations before
     extraordinary items                                       $(22,386)    $(9,565)    $(15,377)   $  9,751  $ 21,362   $ (5,661)
 Add: Equity in net losses (income) of less-than
         50% owned affiliates                                         -         168          732       3,821       821        406
      Dividends received from less-than 50% owned affiliates          -          87          178         253       340        788
      Total federal income taxes                                 (2,532)     (1,485)      (4,612)     10,277    11,415     (8,475)
      Fixed charges (see detail below)                           77,130      32,133       45,021      77,900    73,258     70,870
      Amortization of previously capitalized interest                 -           -          217         334       331        324
                                                               --------     -------     --------    --------  --------   --------
          Total earnings (2)                                   $ 52,212     $21,338     $ 26,159    $102,336  $107,527   $ 58,252
                                                               ========     =======     ========    ========  ========   ========

FIXED CHARGES:
 Interest expense                                              $ 71,305     $31,755     $ 44,537    $ 76,700  $ 71,380   $ 68,861
 Rentals representative of the interest factor                      540         378          484       1,200     1,878      2,009
 Distributions on trust securities of subsidiaries                5,285           -            -           -         -          -
                                                               --------     -------     --------    --------  --------    -------
 Fixed charges deducted from earnings                            77,130      32,133       45,021      77,900    73,258     70,870
 Capitalized interest                                                 -          46          131          63       234        191
                                                               --------     -------     --------    --------  --------    -------
          Total fixed charges                                    77,130      32,179       45,152      77,963    73,492     71,061

 Preferred dividends adjusted for pretax
  earnings coverage (3)                                           4,497       5,403        8,742      23,290    17,937     29,014
                                                                -------     -------      -------    --------  --------    -------

          Combined fixed charges and preferred dividends        $81,627     $37,582      $53,894    $101,253  $ 91,429   $100,075
                                                                =======     =======      =======    ========  ========   ========


RATIO OF EARNINGS TO FIXED CHARGES (4)                             0.68        0.66         0.58        1.31      1.46       0.82
                                                                =======     =======      =======    ========  ========   ========

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
 PREFERRED DIVIDENDS (5)                                           0.64        0.57         0.49        1.01      1.18       0.58
                                                                =======     =======      =======    ========  ========   ========

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[FN]
(1)On August 5, 1997 (Merger Date or Acquisition Date), the merger
  transactions between Texas Utilities Company (TUC) and ENSERCH were
  completed.  TUC accounted for its acquisition of ENSERCH as a purchase, and
  purchase accounting adjustments, including goodwill, have been pushed down and
  are reflected in the financial statements of ENSERCH and its subsidiaries for
  the period subsequent to August 5, 1997.  The ratios of ENSERCH for the
  periods ended before August 5, 1997, were prepared using ENSERCH's historical
  basis of accounting and are designated as "Predecessor."  Prior period amounts
  have also been restated to reflect EEX/LESPO as discontinued operations.

(2)"Earnings" represent the aggregate of (a) income from continuing operations
  before extraordinary items, (b) income taxes, (c) amortization of previously
  capitalized interest and (d) fixed charges deducted from earnings, on a total
  enterprise basis.  "Fixed Charges" represent interest expense, capitalized
  interest and the portion of rental expense representative of the interest
  factor.

(3)The preferred stock dividend requirements are assumed to be equal to the
  pretax earnings which would be required to cover such dividend requirements.
  The amount of such pretax earnings required to cover preferred stock dividends
  was computed using tax rates for the applicable year.

(4)For the year ended December 31, 1998, for the period from acquisition date
  to December 31, 1997, for the period from January 1, 1997 to acquisition
  date and for the year ended December 31, 1994, fixed charges exceeded earnings
  by $29.0 million, by $10.8 million, $19.0 million and $12.8 million,
  respectively.

(5)For the year ended December 31, 1998, for the period from acquisition date
  to December 31, 1997, for the period from January 1, 1997 to acquisition
  date and for the year ended December 31, 1994, combined fixed charges and
  preferred dividends exceeded earnings by $33.4 million, by $16.2 million,
  $27.7 million and $41.8 million, respectively.
</FN>
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