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                                                                 Exhibit 31(b)
                             TXU US HOLDINGS COMPANY
                       Certificate Pursuant to Section 302
                         of Sarbanes - Oxley Act of 2002
                              CERTIFICATION OF CFO

         I, H. Dan Farell, Chief Financial Officer of TXU US Holdings Company,
         certify that:

1.       I have reviewed this quarterly report on Form 10-Q of TXU US
         Holdings Company ;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the
         circumstances under which such statements were made, not
         misleading with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other
         financial information included in this report, fairly present
         in all material respects the financial condition, results of
         operations and cash flows of the registrant as of, and for,
         the periods presented in this report;

4.       The registrant's other certifying officer(s) and I are
         responsible for establishing and maintaining disclosure
         controls and procedures (as defined in Exchange Act Rules
         13a-15(e) and 15d-15(e)) for the registrant and have:

              a.  Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

              b.  Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

              c.  Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

              a.  All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

              b.  Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.



Date:  May 14, 2004                         /s/ H. Dan Farell
                                   -------------------------------------------
                                   Signature:  H. Dan Farell
                                   Title:   Chief Financial Officer