================================================================================

                      UNITED STATES SECURITIES AND EXCHANGE
                                   COMMISSION

                             Washington, D.C. 20549

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

                                   FORM 10-K/A

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                     --OR--

          ( ) 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 OF INCORPORATION; ADDRESS OF
COMMISSION    PRINCIPLE EXECUTIVE OFFICES; AND                I.R.S. EMPLOYER
FILE NUMBER   TELEPHONE NUMBER                                IDENTIFICATION NO.
-----------   ----------------------------------------------- ------------------
1-3183                    TXU GAS COMPANY                        75-0399066
                          A Texas Corporation
                          Energy Plaza, 1601 Bryan Street
                          Dallas, TX 75201-3411
                          (214) 812-4600

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

                                                   NAME OF EACH EXCHANGE  ON
          TITLE OF EACH CLASS                           WHICH REGISTERED

   Depositary shares, Series F, each representing     New York Stock Exchange
   1/40 share  of the Adjustable Rate Cumulative
   Preferred Stock, Series F, liquidation preference
   $1,000 per share

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

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

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 12 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 [ ] No [ ]

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. []

Aggregate market value of TXU Gas Company Common Stock held by non-affiliates:
None

Common Stock outstanding at March 9, 2001: 451,000 shares, par value $0.01 per
share.

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

                   DOCUMENTS INCORPORATED BY REFERENCE - None

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


<PAGE>


                                Introductory Note
                                -----------------

TXU Gas Company (the Company) is filing the attached Item 11 on Form 10-K/A to
reflect a change in the membership of TXU Corp.'s Organization and Compensation
Committee (the Committee) that occurred after the filing of the Company's Annual
Report on Form 10-K for the year ended December 31, 2000. On March 21, 2001
James A. Middleton, former Chair of the Committee, retired from the Board of TXU
Corp., and J. E. Oesterreicher was appointed as the new Chair of the Committee.
To reflect this change in membership the first paragraph and the signatures
under Organization and Compensation Committee Report on Executive Compensation
herein have been revised. These are the only substantive revisions made in the
attached Item 11 when compared to the Item 11 previously filed as part of the
Company's Form 10-K for the fiscal year ended December 31, 2000.


                                       1
<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION

     TXU Gas and its affiliates have paid or awarded compensation during the
last three calendar years to the following Executive Officers for services in
all capacities:

<TABLE>
<CAPTION>
                                            SUMMARY COMPENSATION TABLE

                                         ANNUAL COMPENSATION              LONG-TERM COMPENSATION
                                  ---------------------------------  ------------------------------
                                                                            AWARDS         PAYOUTS
                                                                     --------------------- --------
                                                          OTHER      RESTRICTED SECURITIES             ALL OTHER
                                                          ANNUAL       STOCK    UNDERLYING   LTIP        COMPEN-
        NAME AND                      SALARY     BONUS    COMPEN-      AWARDS    OPTIONS/  PAYOUTS       SATION
   PRINCIPAL POSITION         YEAR      ($)     ($)(6)   SATION ($)    ($)(7)    SARS (#)   ($)(8)       ($)(9)
---------------------------   ----    -------   -------  ----------   -------   ---------- --------     -------
<S>                           <C>     <C>       <C>       <C>         <C>       <C>        <C>          <C>
Erle Nye, (1)(11)..........   2000    950,000   380,000     ---        593,750      ---      399,793     218,101
  Chairman of the Board       1999    908,333   475,000     ---        688,750      ---       61,016     184,892
  and Chief Executive of      1998    818,750   350,000     ---        541,250      ---       19,674     156,906
  the Company

H. Jarrell Gibbs (2).......   2000    537,500   150,000    69,897(10)  273,750      ---       94,668     112,735
  Vice Chairman of the        1999    511,667   156,000   276,491      273,000      ---       24,969      94,140
  Company                     1998    443,750    97,500   142,860      210,000      ---        7,390      77,213

David W. Biegler, (3)......   2000    650,000   162,500     ---        308,750      ---            0      96,924
  Group President of the      1999    641,667   164,000     ---        310,250      ---            0      81,509
  Company                     1998    617,500   102,500     ---        244,250      ---            0     174,208

T. L. Baker (4)(11)........   2000    399,167   125,000     ---        219,500      ---       93,968      84,152
  President of the Company    1999    355,833   116,000     ---        199,250      ---       23,467      71,675
                              1998    323,083    60,000     ---        135,600      ---        8,212      62,011

M. S. Greene (5)(11).......   2000    283,333    75,000     ---        142,500      ---        6,021      59,487
  President, TXU Lone Star    1999    255,833    63,500     ---        122,000      ---       18,304      51,454
  Pipeline                    1998    245,833    50,000     ---        106,250      ---        5,645      45,875
</TABLE>


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

(1)  Compensation amounts represent compensation paid by TXU Corp.

(2)  Compensation amounts represent compensation paid by TXU Business Services.

(3)  Mr. Biegler was elected Group President of TXU Gas effective May 12, 2000;
     prior thereto, he was President and Chief Operating Officer. Compensation
     amounts represent compensation paid by TXU Corp.

(4)  Mr. Baker was elected President of TXU Gas effective May 12, 2000; prior
     thereto, he was President of TXU Gas Distribution. Compensation amounts
     represent compensation paid by TXU Electric.

(5)  Mr. Greene was elected President of TXU Lone Star Pipeline effective
     November 11, 1999. Compensation amounts represent compensation paid by TXU
     Electric.

(6)  Amounts reported as Bonus in the Summary Compensation Table are
     attributable to the named officer's participation in the Annual Incentive
     Plan (AIP). Elected corporate officers of TXU Corp. and its participating
     subsidiaries with a title of Vice President or above are eligible to
     participate in the AIP. Under the terms of the AIP, target incentive awards
     ranging from 40% to 75% of base salary, and a maximum award of 100% of base
     salary, are established. The percentage of the target or the maximum
     actually awarded, if any, is dependent upon the attainment of per share net
     income goals established in advance by the TXU Corp. Organization and
     Compensation Committee (Committee) as well as the Committee's evaluation of
     the participant's and TXU Corp.'s performance. One-half of each award is
     paid in cash and is reflected as Bonus in the Summary Compensation Table.
     Payment of the remainder of the award is deferred and invested under the
     Deferred and Incentive Compensation Plan (DICP) discussed hereinafter in
     footnote (7).


                                       2
<PAGE>


(7)  Amounts reported as Restricted Stock Awards in the Summary Compensation
     Table are attributable to the named officer's participation in the Deferred
     and Incentive Compensation Plan (DICP). Elected corporate officers of TXU
     Corp. and its participating subsidiaries with the title of Vice President
     or above are eligible to participate in the DICP. Participants in the DICP
     may defer a percentage of their base salary not to exceed a maximum
     percentage determined by the Committee for each Plan year and in any event
     not to exceed 15% of the participant's base salary. Salary deferred under
     the DICP is included in amounts reported as Salary in the Summary
     Compensation Table. TXU Corp. makes a matching award (Matching Award) equal
     to 150% of the participant's deferred salary. In addition, one-half of any
     AIP award (Incentive Award) is deferred and invested under the DICP. The
     Matching Awards and Incentive Awards are subject to forfeiture under
     certain circumstances. Under the DICP, a trustee purchases TXU Corp. common
     stock with an amount of cash equal to each participant's deferred salary,
     Matching Award and Incentive Award, and accounts are established for each
     participant containing performance units (Units) equal to such number of
     common shares. DICP investments, including reinvested dividends, are
     restricted to TXU Corp. common stock, and the value of each unit credited
     to participants' accounts equals the value of a share of TXU Corp. common
     stock. On the expiration of the applicable maturity period (three years for
     Incentive Awards and five years for deferred salary and Matching Awards),
     the values of the participant's accounts are paid in cash based upon the
     then current value of the Units; provided, however, that in no event will a
     participant's account be deemed to have a cash value which is less than the
     sum of such participant's deferred salary together with 6% per annum
     interest compounded annually. The maturity period is waived if the
     participant dies or becomes totally and permanently disabled and may be
     extended under certain circumstances.

     Incentive Awards and Matching Awards that have been made under the DICP are
     included under Restricted Stock Awards in the Summary Compensation Table
     for each of the last three years. As a result of these awards,
     undistributed Incentive Awards and Matching Awards made under the Plan in
     prior years, and dividends reinvested thereon, the number and market value
     at December 31, 2000 of such Units (each of which is equal to one share of
     common stock) held in the DICP accounts for Messrs. Nye, Gibbs, Biegler,
     Baker and Greene were 62,925 ($2,788,364), 26,816 ($1,188,284), 24,705
     ($1,094,740), 20,236 ($896,708) and 14,064 ($623,211), respectively.

(8)  Amounts reported as LTIP payouts in the Summary Compensation Table are
     attributable to the vesting and distribution of performance based
     restricted stock awards under the Long-Term Incentive Compensation Plan
     (LTICP) and the distribution during the year of earnings on salaries
     previously deferred under the DICP.

     The LTICP is a comprehensive, stock-based incentive compensation plan
     providing for discretionary grants of common stock-based awards, including
     restricted stock. Outstanding awards to named executive officers vest at
     the end of a three year performance period and provide for an ultimate
     award of from 0% to 200% of the number of shares initially awarded based on
     TXU Corp.'s total return to shareholders over the three year period
     compared to the total return provided by the companies comprising the
     Standard & Poor's Electric Utility Index. Dividends on the restricted stock
     are reinvested in TXU Corp. common stock and are paid in cash upon release
     of the restricted shares. Based on TXU Corp.'s total return to shareholders
     over the three year period ending March 31, 2000 compared to the returns
     provided by the companies comprising the Standard & Poor's Electric Utility
     Index, Messrs. Nye, Gibbs and Baker each received 50% of the restricted
     shares awarded in May of 1997, which stock was valued at $380,188, $86,406
     and $86,406, respectively.

     Amounts reported also include earnings distributed during the year on
     salaries previously deferred under the DICP for Messrs. Nye, Gibbs, Baker
     and Greene of $19,605, $8,262, $7,561 and $6,021, respectively.

     As a result of restricted stock awards under the LTICP, and reinvested
     dividends thereon, the number of shares of restricted stock and the value
     of such shares at December 31, 2000 held for Messrs. Nye, Gibbs, Biegler,
     Baker and Greene were 147,396 ($6,531,485), 32,598 ($1,444,499), 29,539
     ($1,308,947), 28,120 ($1,246,067) and 8,490 ($376,213), respectively.

     As noted, salaries deferred under the DICP are included in amounts reported
     as Salary in the Summary Compensation Table. Amounts shown in the table
     below represent the number of shares purchased under the DICP with these
     deferred salaries for 2000 and the number of shares awarded under the
     LTICP:


                                       3
<PAGE>


<TABLE>
<CAPTION>
                       LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

                   DEFERRED AND INCENTIVE
                  COMPENSATION PLAN (DICP)      LONG-TERM INCENTIVE COMPENSATION PLAN (LTICP)
                  ------------------------   ---------------------------------------------------
                  NUMBER OF   PERFORMANCE                 PERFORMANCE
                    SHARES,     OR OTHER     NUMBER OF      OR OTHER
                   UNITS OR   PERIOD UNTIL SHARES, UNITS  PERIOD UNTIL  ESTIMATED FUTURE PAYOUTS
                    OTHER      MATURATION     OR OTHER   MATURATION OR  ------------------------
       NAME        RIGHTS (#)  OR PAYOUT      RIGHTS(#)      PAYOUT     MINIMUM(#)   MAXIMUM(#)
------------------ ----------  -----------   ----------   ------------  ----------   ----------
<S>                  <C>        <C>           <C>          <C>             <C>       <C>
Erle Nye..........    4,503      5 Years       75,000       3 Years         0         150,000

H. Jarrell Gibbs..    2,607      5 Years       12,000       3 Years         0          24,000

David W. Biegler..    3,081      5 Years       10,000       3 Years         0          20,000

T. L. Baker.......    1,990      5 Years       12,000       3 Years         0          24,000

M. S. Greene......    1,422      5 Years        5,000       3 Years         0          10,000
</TABLE>

(9)  Amounts reported as All Other Compensation in the Summary Compensation
     Table are attributable to the named officer's participation in certain
     plans and as otherwise described hereinafter in this footnote.

     Under the TXU Thrift Plan (Thrift Plan) all eligible employees of TXU Corp.
     and any of its participating subsidiaries may invest up to 16% of their
     regular salary or wages in common stock of TXU Corp., or in a variety of
     selected mutual funds. Under the Thrift Plan, TXU Corp. and its
     participating subsidiaries match a portion of an employee's contributions
     in an amount equal to 40%, 50% or 60% (depending on the employee's length
     of service) of the first 6% of such employee's contributions. All matching
     amounts are invested in common stock of TXU Corp. The amounts reported
     under All Other Compensation in the Summary Compensation Table include
     these matching amounts which, for Messrs. Nye, Gibbs, Biegler, Baker and
     Greene were $6,120, $5,100, $6,120, $6,120 and $6,120, respectively, during
     2000.

     TXU Corp. has a Salary Deferral Program (Program) under which each employee
     of TXU Corp. and its participating subsidiaries whose annual salary is
     equal to or greater than an amount established under the Program ($100,550
     for the Program Year beginning April 1, 2000) may elect to defer a
     percentage of annual base salary, or any bonus or other special cash
     compensation for a period of seven years, for a period ending with the
     retirement of such employee, or for a combination thereof. Such deferrals
     may be up to a maximum of 50% of the employee's annual salary and/or 100%
     of the employee's bonus or other special cash compensation. TXU Corp. makes
     a matching award, subject to forfeiture under certain circumstances, equal
     to 100% of up to the first 8% of salary deferred under the Program. Salary
     and bonuses deferred under the Program are included in amounts reported
     under Salary and Bonus, respectively, in the Summary Compensation Table.
     Deferrals are credited with earnings or losses based on the performance of
     investment alternatives selected by each participant. At the end of the
     applicable maturity period, the trustee for the Program distributes the
     deferrals and the applicable earnings in cash. The distribution is in a
     lump sum if the applicable maturity period is seven years. If the
     retirement option is elected, the distribution is made in twenty annual
     installments. TXU Corp. is financing the retirement option portion of the
     Program through the purchase of corporate-owned life insurance on the lives
     of participants. The proceeds from such insurance are expected to allow TXU
     Corp. to fully recover the cost of the retirement option. During 2000,
     matching awards, which are included under All Other Compensation in the
     Summary Compensation Table, were made for Messrs. Nye, Gibbs, Biegler,
     Baker and Greene in the amounts of $76,000, $43,000, $52,000, $31,933 and
     $28,333, respectively. Under TXU Corp.'s Split-Dollar Life Insurance
     Program (Insurance Program), split-dollar life insurance policies are
     purchased for elected corporate officers of TXU Corp. and its participating
     subsidiaries with a title of Vice President or above, with a death benefit
     equal to four times their annual Insurance Program compensation. New
     participants vest in the policies issued under the Insurance Program over a
     six year period. TXU Corp. pays the premiums for these policies and has
     received a collateral assignment of the policies equal in value to the sum
     of all of its insurance premium payments. Although the Insurance Program is
     terminable at any time, it is designed so that if it is continued, TXU
     Corp. will fully recover all of the insurance premium payments it has made
     either upon the death of the participant or, if the assumptions made as to
     policy yield are realized, upon the later of fifteen years of participation
     or the participant's attainment of age sixty-five. During 2000, the
     economic benefit derived by Messrs. Nye, Gibbs, Biegler, Baker and Greene
     from the term insurance coverage provided and the interest foregone on the


                                       4
<PAGE>


     remainder of the insurance premiums paid by TXU Corp. amounted to $135,981,
     $64,635, $38,804, $46,698 and $25,034, respectively.

(10) The amount reported for Mr. Gibbs as Other Annual Compensation for 2000
     represents income taxes paid on Mr. Gibbs' behalf in connection with an
     extended assignment in the United Kingdom which ended in 2000. Such taxes
     are associated with certain benefits provided by TXU Corp. under its
     standard expatriate policy.

(11) TXU Corp. has entered into employment agreements with Messrs. Nye, Baker
     and Greene as hereinafter described in this footnote.

     Effective June 1, 2000, TXU Corp. entered into an employment agreement with
     Mr. Nye. The agreement provides for Mr. Nye's continued service, through
     June 1, 2004 (Term), as TXU Corp.'s Chairman of the Board and Chief
     Executive. Under the terms of the agreement, Mr. Nye will, during the Term,
     be entitled to a minimum annual base salary of $950,000, eligibility for an
     annual bonus under the terms of the AIP, and minimum annual restricted
     stock awards of 40,000 shares under the LTICP. The agreement also provides
     for the funding of the retirement benefit to which Mr. Nye will be entitled
     under TXU Corp.'s supplemental retirement plan in an amount determined in
     accordance with the standard formula under such plan. Additionally, the
     agreement entitles Mr. Nye to certain severance benefits in the event he is
     terminated without cause during the Term, including a payment equal to the
     greater of his annualized base salary and target bonus, or the total amount
     of base salary and bonuses he would have received for the remainder of the
     Term; a payment in lieu of foregone and forfeited incentive compensation;
     and health care benefits. The agreement also provides for compensation and
     benefits under certain circumstances following a change-in-control of TXU
     Corp. during the Term, including a payment equal to the greater of three
     times his annualized base salary and target bonus, or the total base salary
     and bonus he would have received for the remainder of the Term; a payment
     in lieu of foregone and forfeited incentive compensation; health care
     benefits and a tax gross-up payment to offset any excise tax which may
     result from such change-in-control payments.

     TXU Corp. entered into an employment agreement with Mr. Baker effective
     July 1, 2000. The employment agreement provides for the continued service
     by Mr. Baker through June 30, 2003 (Term). Under the terms of the
     agreement, Mr. Baker will, during the Term, be entitled to a minimum annual
     base salary of $420,000, eligibility for an annual bonus under the terms of
     the AIP, and minimum restricted stock awards of 12,000 shares under the
     LTICP. Additionally, the agreement entitles Mr. Baker to certain severance
     benefits in the event he is terminated without cause during the Term,
     including a payment equal to the greater of his annualized base salary and
     target bonus, or the total amount of base salary and bonuses he would have
     received for the remainder of the Term; a payment in lieu of foregone and
     forfeited incentive compensation; and health care benefits. The agreement
     also provides for compensation and benefits under certain circumstances
     following a change-in-control of TXU Corp. during the Term, including a
     payment equal to the greater of three times his annual base salary and
     target bonus, or the total base salary and bonus he would have received for
     the remainder of the Term; a payment in lieu of foregone and forfeited
     incentive compensation; health care benefits and a tax gross-up payment to
     offset any excise tax which may result from such change-in-control payment.

     TXU Corp. entered into an employment agreement with Mr. Greene effective
     July 1, 2000. The employment agreement provides for the continued service
     by Mr. Greene through June 30, 2003 (Term). Under the terms of the
     agreement, Mr. Greene will, during the Term, be entitled to a minimum
     annual base salary of $300,000, eligibility for an annual bonus under the
     terms of the AIP, and minimum restricted stock awards of 5,000 shares under
     the LTICP. Additionally, the agreement entitles Mr. Greene to certain
     severance benefits in the event he is terminated without cause during the
     Term, including a payment equal to the greater of his annualized base
     salary and target bonus, or the total amount of base salary and bonuses he
     would have received for the remainder of the Term; a payment in lieu of
     foregone and forfeited incentive compensation; and health care benefits.
     The agreement also provides for compensation and benefits under certain
     circumstances following a change-in-control of TXU Corp. during the Term,
     including a payment equal to the greater of three times his annual base
     salary and target bonus, or the total base salary and bonus he would have
     received for the remainder of the Term; a payment in lieu of foregone and
     forfeited incentive compensation; health care benefits and a tax gross-up
     payment to offset any excise tax which may result from such
     change-in-control payment.


                                       5
<PAGE>


     As a part of the acquisition of TXU Gas, options to purchase the common
stock of TXU Gas which had been granted to various employees of TXU Gas were
converted into options to acquire common shares of TXU Corp. The table below
shows, for each of the named officers, the information specified with respect to
exercised, exercisable and unexercisable options under all existing stock option
plans, converted into shares of TXU Corp.'s common stock into which such options
became exercisable at the time of the TXU Gas acquisition.

<TABLE>
<CAPTION>
                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

                                   NUMBER OF SECURITIES        VALUE OF UNEXERCISED
                                     UNDERLYING UNEXERCISED        IN-THE-MONEY
                   SHARES                  OPTIONS AT               OPTIONS AT
                  ACQUIRED             DECEMBER 31, 2000        DECEMBER 31, 2000
                     ON     VALUE             (#)                        ($)
                  EXERCISE REALIZED ---------------------------------------------------
      NAME          (#)      ($)    EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------- --------  ------  ----------- ------------- ----------  -------------
<S>                <C>      <C>      <C>          <C>         <C>         <C>
Erle Nye.........    0        0             0         0               0       0
H. Jarrell Gibbs.    0        0             0         0               0       0
David W. Biegler.    0        0       129,778         0       2,598,889       0
T. L. Baker......    0        0             0         0               0       0
M. S. Greene.....    0        0             0         0               0       0
</TABLE>

     TXU Corp. and its subsidiaries maintain retirement plans (TXU Retirement
Plan) which are qualified under applicable provisions of the Internal Revenue
Code of 1986, as amended (Code). Annual retirement benefits under the
traditional defined benefit formula of the TXU Retirement Plan, which applied to
each of the named officers, are computed as follows: for each year of accredited
service up to a total of 40 years, 1.3% of the first $7,800, plus 1.5% of the
excess over $7,800, of the participant's average annual earnings during his or
her three years of highest earnings. Amounts reported under Salary for the named
officers in the Summary Compensation Table approximate earnings as defined by
the TXU Retirement Plan without regard to any limitations imposed by the Code.
Benefits paid under the TXU Retirement Plan are not subject to any reduction for
Social Security payments but are limited by provisions of the Code. As of
February 28, 2001, years of accredited service under the TXU Retirement Plan for
Messrs. Nye, Gibbs, Biegler, Baker and Greene were 38, 38, 3, 30 and 30,
respectively.


                                       6
<PAGE>


                             TXU PENSION PLAN TABLE

                                YEARS OF SERVICE
               --------------------------------------------------------------

 Remuneration      20         25            30           35           40
 ------------- ---------- -----------  ------------ ------------ ------------
   $   50,000  $  14,688  $   18,360    $   22,032   $   25,704   $   29,376
      100,000     29,688      37,110        44,532       51,954       59,376
      200,000     59,688      74,610        89,532      104,454      119,376
      400,000    119,688     149,610       179,532      209,454      239,376
      800,000    239,688     299,610       359,532      419,454      479,376
    1,000,000    299,688     374,610       449,532      524,454      599,376
    1,400,000    419,688     524,610       629,532      734,454      839,376
    1,800,000    539,688     674,610       809,532      944,454    1,079,376
    2,000,000    599,688     749,610       899,532    1,049,454    1,199,376

     Before the TXU Gas acquisition, Mr. Biegler earned retirement benefits
under the Retirement and Death Benefit Program of 1969 of ENSERCH Corporation
and Participating Subsidiary Companies (ENSERCH Retirement Plan) which was
merged into, and became a part of, the TXU Retirement Plan effective December
31, 1997. In connection with this plan merger, the TXU Retirement Plan was
amended to provide that the retirement benefit of certain TXU Gas employees will
equal the sum of (1) their accrued benefit under the ENSERCH Retirement Plan
through the last pay period of 1997 and (2) their accrued benefit under the TXU
Retirement Plan beginning with the first pay period of 1998; provided that the
aggregate retirement benefit earned under the traditional defined benefit plan
formula of the plans can be no less than the retirement benefit which would have
been earned had all service under the traditional defined benefit formula been
under the ENSERCH Retirement Plan. Mr. Biegler, whose employment with TXU Corp.
began August 5, 1997, is treated in a similar manner. Amounts reported for Mr.
Biegler under Salary and Bonus in the Summary Compensation Table approximate
earnings as defined by the ENSERCH Retirement Plan without regard to any
limitations imposed by the Code. Benefits paid under the ENSERCH Retirement Plan
are not subject to any reduction for Social Security payments but are limited by
provisions of the Code. As of February 28, 2001, Mr. Biegler had 29 years of
accredited service under the ENSERCH Retirement Plan and, as noted, 3 years of
accredited service under the TXU Retirement Plan.


                                       7
<PAGE>


<TABLE>
<CAPTION>
                           ENSERCH PENSION PLAN TABLE

                                YEARS OF SERVICE
                 ------------------------------------------------------------

               ---------------------------------------------------------------------------
 Remuneration      20         25            30           35           40          45
 ------------- ---------- -----------  ------------ ------------ ------------ ------------
<S>            <C>        <C>           <C>          <C>          <C>          <C>
   $   50,000  $  12,500  $   15,625    $   18,750   $   21,875   $   23,125   $   24,375
      100,000     29,735      37,169        44,603       52,036       54,536       57,036
      200,000     64,735      80,919        97,103      113,286      118,286      123,286
      400,000    134,735     168,419       202,103      235,786      245,786      255,786
      800,000    274,735     343,419       412,103      480,786      500,786      520,786
    1,000,000    344,735     430,919       517,103      603,286      628,286      653,286
    1,400,000    484,735     605,919       727,103      848,286      883,286      918,286
    1,800,000    624,735     780,919       937,103    1,093,286    1,138,286    1,183,286
    2,000,000    694,735     868,419     1,042,103    1,215,786    1,265,786    1,315,786
</TABLE>

     TXU Corp.'s supplemental retirement plans (Supplemental Plan) provide for
the payment of retirement benefits which would otherwise be limited by the Code
or the definition of earnings in the TXU Retirement Plan or the ENSERCH
Retirement Plan, as applicable. Under the Supplemental Plan, retirement benefits
are calculated in accordance with the same formula used under the applicable
qualified plan, except that, with respect to calculating the portion of the
Supplemental Plan benefit attributable to service under the TXU Retirement Plan,
earnings also include AIP awards (50% of the AIP award is reported under Bonus
for the named officers in the Summary Compensation Table). The tables set forth
above illustrate the total annual benefit payable at retirement under the TXU
Retirement Plan and the ENSERCH Retirement Plan, respectively, inclusive of
benefits payable under the Supplemental Plan, prior to any reduction for a
contingent beneficiary option which may be selected by participants.

     The following report and performance graph are presented herein for
information purposes only. This information is not required to be included
herein and shall not be deemed to form a part of this report to be "filed" with
the Securities and Exchange Commission. The report set forth hereinafter is the
report of the Organization and Compensation Committee of the Board of Directors
of TXU Corp. and is illustrative of the methodology utilized in establishing the
compensation of executive officers of TXU Gas. References in the report to the
"Company" are references to TXU Corp. and references to "this proxy statement"
are references to TXU Corp.'s proxy statement in connection with TXU Corp.'s
2001 annual meeting of shareholders.


                                       8
<PAGE>


                 ORGANIZATION AND COMPENSATION COMMITTEE REPORT
                            ON EXECUTIVE COMPENSATION

     The Organization and Compensation Committee of the Board of Directors
(Committee) is responsible for reviewing and establishing the compensation of
the executive officers of the Company. The Committee consists of nonemployee
directors of the Company and is chaired by J. E. Oesterreicher. Prior to his
retirement from the Board in March, 2001, the Committee was chaired by James A.
Middleton. The Committee has directed the preparation of this report and has
approved its content and submission to the shareholders.

     As a matter of policy, the Committee believes that levels of executive
compensation should be based upon an evaluation of the performance of the
Company and its officers generally, as well as in comparison to persons with
comparable responsibilities in similar business enterprises. Compensation plans
should align executive compensation with returns to shareholders with due
consideration accorded to balancing both long-term and short-term objectives.
The overall compensation program should provide for an appropriate and
competitive balance between base salaries and performance-based annual and
long-term incentives. The Committee has determined that, as a matter of policy
to be implemented over time, the base salaries of the officers will be
established around the median, or 50th percentile, of the top ten electric
utilities in the United States, or other relevant market, and that opportunities
for total direct compensation (defined as the sum of base salaries, annual
incentives and long-term incentives) to reach the 75th percentile, or above, of
such market or markets will be provided through performance-based incentive
compensation plans. Such compensation principles and practices have allowed, and
should continue to allow, the Company to attract, retain and motivate its key
executives.

     In furtherance of these policies, a nationally recognized compensation
consultant has been retained since 1994 to assist the Committee in its periodic
reviews of compensation and benefits provided to officers. The consultant's
evaluations include comparisons to the largest utilities as well as to general
industry with respect both to the level and composition of officers'
compensation. The consultant's recommendations including the Annual Incentive
Plan, the Long-Term Incentive Compensation Plan and certain benefit plans have
generally been implemented. The Annual Incentive Plan, which was first approved
by the shareholders in 1995 and reapproved in 2000, is generally referred to as
the AIP and is described in this report and in footnote 1 on page 8 of this
proxy statement. The Long-Term Incentive Compensation Plan, referred to as the
Long-Term Plan or LTICP, was approved by the shareholders in 1997 and is
described in this report as well as in footnote 3 on pages 9 and 10 of this
proxy statement.

     The compensation of the officers of the Company consists principally of
base salaries, the opportunity to earn an incentive award under the AIP, awards
of performance-based restricted shares under the Long-Term Plan and the
opportunity to participate in the Deferred and Incentive Compensation Plan
(referred to as the DICP and described in footnote 2 on pages 8 and 9 of this
proxy statement). The value of future payments under the DICP, as well as the
value of the deferred portion of any award under the AIP and the value of any
awards of performance-based restricted shares under the Long-Term Plan, are
directly related to the future performance of the Company's common stock. It is
anticipated that performance-based incentive awards under the AIP and the
Long-Term Plan, will, in future years, continue to constitute a substantial
percentage of the officers' total compensation.

     Certain of the Company's business units have developed separate annual and
long-term incentive compensation plans. Those plans focus on the results
achieved by those individual business units and the compensation opportunities
provided by those plans are considered to be competitive in the markets in which
those units compete. Generally, officers may not participate in both the
traditional incentive compensation plans as discussed herein and the business
unit plans. None of the named officers participate in the individual business
unit plans.

     The AIP is administered by the Committee and provides an objective
framework within which annual Company and individual performance can be
evaluated by the Committee. Depending on the results of such performance
evaluations, and the attainment of the per share net income goals established in
advance, the Committee may provide annual incentive compensation awards to
eligible officers. The evaluation of each individual participant's performance
is based upon the attainment of individual and business unit objectives. The
Company's performance is evaluated, compared to the ten largest electric
utilities and/or the electric utility industry, based upon its total return to
shareholders and return on invested capital, as well as other measures relating


                                       9
<PAGE>


to competitiveness, service quality and employee safety. The combination of
individual and Company performance results, together with the Committee's
evaluation of the competitive level of compensation which is appropriate for
such results, determines the amount, if any, actually awarded.

     The Long-Term Plan, which is also administered by the Committee, is a
comprehensive stock-based incentive compensation plan under which all awards are
made in, or based on the value of, the Company's common stock. The Long-Term
Plan provides that, in the discretion of the Committee, awards may be in the
form of stock options, stock appreciation rights, performance and/or restricted
stock or stock units or in any other stock-based form. The purpose of the
Long-Term Plan is to provide performance-related incentives linked to long-term
performance goals. Such performance goals may be based on individual performance
and/or may include criteria such as absolute or relative levels of total
shareholder return, revenues, sales, net income or net worth of the Company, any
of its subsidiaries, business units or other areas, all as the Committee may
determine. Awards under the Long-Term Plan constitute the principal long-term
component of officers' compensation.

     In establishing levels of executive compensation at its May 2000 meeting,
the Committee reviewed various performance and compensation data, including the
performance measures under the AIP and the report of its compensation
consultant. Information was also gathered from industry sources and other
published and private materials which provided a basis for comparing the largest
electric and gas utilities and other survey groups representing a large variety
of business organizations. Included in the data considered were the comparative
returns provided by the largest electric and gas utilities as represented by the
returns of the Standard & Poor's Electric Utility Index which are reflected in
the graph on page 19. Compensation amounts were established by the Committee
based upon its consideration of the above comparative data and its subjective
evaluation of Company and individual performance at levels consistent with the
Committee's policy relating to total direct compensation.

     At its meeting in May 2000, the Committee provided awards of
performance-based restricted shares under the Long-Term Plan to certain
officers, including the Chief Executive. Information relating to awards made to
the named executive officers is contained in the Table on page 10 of this proxy
statement. The ultimate value of those awards will be determined by the
Company's total return to shareholders over a three year period compared to the
total return for that period of the companies comprising the Standard & Poor's
Electric Utility Index. Depending upon the Company's relative total return for
such period, the officers may earn from 0% to 200% of the original award and
their compensation is, thereby, directly related to shareholder value. Awards
granted in May 2000 contemplate that 200% of the original award will be provided
if the Company's total return is in the 81st percentile or above of the returns
of the companies comprising the Standard & Poor's Electric Utility Index and
that such percentage of the original award will be reduced as the Company's
return compared to the Index declines so that 0% of the original award will be
provided if the Company's return is in the 40th percentile or below of returns
provided by the companies comprising the Index. These awards, and any awards
that may be made in the future, are based upon the Committee's evaluation of the
appropriate level of long-term compensation consistent with its policy relating
to total direct compensation.

     Additionally with respect to the Long-Term Plan, the Committee, at its
meeting in May 2000, considered the restricted stock awards provided to certain
officers in May of 1997. Based upon its review and comparison of the Company's
total return to the returns provided by the companies comprising the Standard &
Poor's Electric Utility Index, the Committee determined that the Company's
performance during the three year performance period ending in March of 2000
permitted the payment of 50% of such 1997 awards. Payment of these awards were
made in the form of the Company's stock and cash, and, for Messrs. Nye, Gibbs
and McNally, the value of the stock at the date of distribution is included in
the LTIP Payouts column of the Summary Compensation Table on page 8 of this
proxy statement.

     During the year the Committee and the Board of Directors determined that it
was in the best interests of the Company to enter into employment agreements
with certain officers, including the Chief Executive. Accordingly, the Committee
recommended, and the Board of Directors subsequently approved, an employment
agreement with Mr. Nye which contemplates his continued service through June 1,
2004 as Chairman of the Board and Chief Executive. The agreement provides, among
other things, for a minimum annual base salary, eligibility for an annual bonus
under the terms of the AIP, minimum restricted stock awards under the Long-Term
Plan, certain severance benefits upon termination of employment without cause
and compensation and benefits under certain circumstances following a change in
control of the Company. Additionally, the Committee ratified and approved


                                       10
<PAGE>


employment contracts with certain other officers of the Company and its
subsidiaries including agreements with Messrs. Dickie and McNally, named
executive officers. The agreements with Messrs. Nye, Dickie and McNally are
described in footnote 6 on pages 11 and 12 of this proxy statement.

     Mr. Nye's base salary as Chief Executive was not increased in 2000. Based
upon the Committee's evaluation of individual and Company performance, as called
for by the AIP, the Committee provided Mr. Nye with an AIP award of $760,000
compared to the prior year's award of $950,000. The Committee also awarded
75,000 shares of performance-based restricted stock to Mr. Nye. Under the terms
of the award, Mr. Nye can earn from 0% to 200% of the award depending on the
Company's total return to shareholders over a three-year period (April 1, 2000
through March 31, 2003) compared to the total return provided by the companies
comprising the Standard & Poor's Electric Utility Index. This level of
compensation was established based upon the Committee's subjective evaluation of
the information described in this report. In addition, as previously noted in
this report, the Committee approved the payment of 50% of the 1997 restricted
stock awards under the Long-Term Plan, which for Mr. Nye was 11,000 shares.

     In discharging its responsibilities with respect to establishing executive
compensation, the Committee normally considers such matters at its May meeting
held in conjunction with the Annual Meeting of Shareholders. Although Company
management may be present during Committee discussions of officers'
compensation, Committee decisions with respect to the compensation of the Chief
Executive are reached in private session without the presence of any member of
Company management.

     Section 162(m) of the Code limits the deductibility of compensation which a
publicly traded corporation provides to its most highly compensated officers. As
a general policy, the Company does not intend to provide compensation which is
not deductible for federal income tax purposes. Awards under the AIP in 1996 and
subsequent years have been, and are expected to continue to be, fully
deductible. Awards under the Long-Term Plan are expected to be fully deductible,
and the DICP and the Salary Deferral Program have been amended to require the
deferral of distributions of amounts maturing in years subsequent to 1995 until
the time when such amounts would be deductible.

     Shareholder comments to the Committee are welcomed and should be addressed
to the Secretary of the Company at the Company's offices.

                     ORGANIZATION AND COMPENSATION COMMITTEE

               J. E. Oesterreicher, Chair         Margaret N. Maxey
               Derek C. Bonham                    Charles R. Perry
               William M. Griffin                 Herbert H. Richardson
               Kerney Laday


                                       11
<PAGE>


                                PERFORMANCE GRAPH

     The following graph compares the performance of TXU Corp.'s common stock to
the S&P 500 Index and S&P Electric Utility Index for the last five years. The
graph assumes the investment of $100 at December 31, 1995 and that all dividends
were reinvested. The amount of the investment at the end of each year is shown
in the graph and in the table which follows.

                            CUMULATIVE TOTAL RETURNS
                        FOR THE FIVE YEARS ENDED 12/31/00


                                [GRAPHIC OMITTED]


                               ------------------------------------------------
                                   1995   1996    1997     1998    1999   2000
-------------------------------------------------------------------------------
TXU Corp...................         100    104     113      133     108    144
-------------------------------------------------------------------------------
S&P 500 Index..............         100    123     164      211     255    232
-------------------------------------------------------------------------------
S&P Electric Utility Index.         100    100     126      145     117    180
-------------------------------------------------------------------------------


                                       12
<PAGE>


                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, TXU GAS COMPANY HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                                        TXU GAS COMPANY


Date:  April 3, 2001                    By:  /s/ ERLE NYE
                                           ------------------------------------
                                           (ERLE NYE, CHAIRMAN OF THE BOARD AND
                                                     CHIEF EXECUTIVE)

   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 GAS
COMPANY AND IN THE CAPACITIES AND ON THE DATE INDICATED.

           Signature                      Title                   Date
           ---------                      -----                   ----


/s/         ERLE NYE                 Principal Executive
----------------------------------   Officer
(Erle Nye, Chairman of the Board
     and Chief Executive)


/s/       KIRK R. OLIVER             Principal Financial
----------------------------------   Officer
  (Kirk R. Oliver, Vice President)


/s/      BIGGS C. PORTER             Principal Accounting
----------------------------------   Officer
 (Biggs C. Porter, Vice President)


/s/      DAVID W. BIEGLER            Director
----------------------------------
        (David W. Biegler)


/s/      BARBARA B. CURRY            Director
----------------------------------
        (Barbara B. Curry)


/s/      H. JARRELL GIBBS            Director                     April 3, 2001
----------------------------------
        (H. Jarrell Gibbs)


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


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


                                       13