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                                                                       EXHIBIT 3

                                 RESTATED BYLAWS

                                       OF

                             TXU US HOLDINGS COMPANY

     SECTION 1. PLACE OF MEETINGS OF SHAREHOLDERS. All meetings of the
shareholders shall be held at the principal office of the Corporation in Dallas,
Texas, or at such other place within or without the State of Texas as may be
stated in the call and notice.

     SECTION 2. ANNUAL MEETING OF SHAREHOLDERS. The annual meeting of the
shareholders for the election of Directors and the transaction of such other
business as may properly come before such meeting shall be held at such time as
determined by the Board of Directors and as stated in the notice of meeting. In
the event that such annual meeting is not held, a subsequent meeting may be held
in place thereof and any business transacted or elections held at such meeting
shall be as valid as if transacted or held at the annual meeting. Any such
subsequent meeting shall be called in the same manner as provided for special
meetings of shareholders.

     SECTION 3. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of the
shareholders may be called by the Chairman of the Board, the President, the
Board of Directors or the holders of not less than one-tenth of all the
outstanding shares entitled to vote at such meetings, or as otherwise provided
in the Articles of Incorporation.

     SECTION 4. NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of all
meetings of shareholders, stating the place, day and hour of the meeting and, in
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered to the shareholders of record entitled to vote at
such meetings not less than ten (10) nor more than sixty (60) days before the
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid. A waiver of notice in writing signed by the person or persons entitled
to such notice, whether before or after the meeting, shall be equivalent to the
giving of such notice.

     SECTION 5. VOTING LIST FOR MEETINGS. The officer or agent having charge of
the stock transfer books of the corporation shall make, at least ten days before
each meeting of shareholders entitled to vote at such meeting or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each, which list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the corporation and shall be
subject to inspection by any shareholder during regular business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting. The original stock transfer books shall be prima facie evidence
as to who are the shareholders entitled to examine such list or to vote at any
meeting of shareholders. Failure to comply with any requirements of this Section
5 shall not affect the validity of any action taken at such meeting.

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     SECTION 6. QUORUM AND VOTING AT MEETINGS OF SHAREHOLDERS. Except as
otherwise provided in the Articles of Incorporation, the holders of a majority
of the shares entitled to vote, present in person or by proxy, shall constitute
a quorum at any meeting of shareholders, but less than a quorum shall have power
to adjourn any meeting from time to time. Except as otherwise provided by
statute or by the Articles of Incorporation of the Corporation, when a quorum is
present at any meeting a majority of the shares having voting power present in
person or represented by proxy shall decide any question brought before such
meeting. Except as otherwise provided in the Articles of Incorporation, at any
meeting of shareholders each shareholder entitled to vote shall be entitled to
one vote for each share of stock held by him, and may vote and otherwise act in
person or by proxy.

     SECTION 7. RECORD DATE. Subject to the provisions of the Articles of
Incorporation, for the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or to
receive payment of any dividend, or for any other proper purpose, the Board of
Directors may fix in advance a record date for any such determination, such date
to be not more than sixty days and, in case of a meting of shareholders, not
less than ten days, prior to the date on which the particular action requiring
such determination of shareholders is to be taken.

     SECTION 8. FORM OF CERTIFICATES OF STOCK AND TRANSFER OF SHARES.
Certificates of stock of the Corporation shall be in such form as the Board of
Directors may from time to time determine. The stock of the Corporation shall be
transferable only on the books of the Corporation by the holders in person or by
attorney on surrender of the certificates therefore properly endorsed. The Board
of Directors may appoint one or more transfer agents and one or more registrars
of the stock. The Corporation shall be entitled to treat the holder of record of
any shares of the Corporation as the owner thereof for all purposes, and shall
not be bound to recognize any equitable or other claim to, or interest in, such
shares or any rights deriving from such shares, on the part of any other person,
unless and until such other person becomes the holder of record of such shares,
whether or not the Corporation shall have either actual or constructive notice
of the interest of such other person.

     SECTION 9. SIGNING OF CERTIFICATES OF STOCK. Certificates of stock of the
Corporation shall be signed by the Chairman of the Board, the President or a
Vice President and either the Secretary or an Assistant Secretary, and shall be
sealed with the seal of the Corporation or a facsimile thereof. The signatures
of such officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar, either of which
is other than the corporation itself or an employee of the corporation. In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of its issuance.

     SECTION 10. NUMBER, ELECTION AND TENURE OF DIRECTORS. The affairs of the
Corporation shall be managed by a Board of Directors. The number of Directors of
the Corporation shall initially be established by the Articles of Incorporation
and shall thereafter be established from time to time by resolution of the Board
of Directors, and shall consist of at least one (1) or more members, who shall
be chosen at the annual meeting of shareholders, or at any meeting of
shareholders held in place thereof, and shall serve until their successors are
elected unless removed as herein provided for.

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     Vacancies in the Board of Directors, including vacancies arising from an
increase in the number of Directors, shall be filled by a majority of the
Directors then in the office and such new Directors shall serve until the next
annual meeting of shareholders. Any or all of the Directors may at any time be
removed, whether cause be assigned for such removal or not, by the vote of the
holders of a majority in aggregate number of the shares of stock of the
Corporation then entitled to vote at an election of Directors.

     SECTION 11. MEETINGS OF DIRECTORS. Meetings of the Board of Directors shall
be held at the time and place fixed by resolution of the Board of Directors or
upon the call of the Chairman of the Board or the President. The Secretary or
officer performing his duties shall give at least twenty-four hours' notice of
all meetings of Directors by mail, telegram, facsimile or hand delivery to the
last known address of each Director, provided that a meeting may be held without
notice immediately after the annual meeting of shareholders, and notice need not
be given of regular meetings held at such time as may be fixed by a resolution
of the Board. Meetings of the Directors may be held at any time without notice
if all Directors are present or if those not present waive notice either before
or after the meeting. At any meeting of Directors a majority of the total number
of Directors shall constitute a quorum, but less than a quorum shall have power
to adjourn the meeting from time to time.

     SECTION 12. COMMITTEES. The Board of Directors may designate from among its
members one (1) or more committees, each of which shall be comprised of one (1)
or more of its members, and may designate one (1) or more of its members as
alternate members of any committee, who may, subject to any limitations imposed
by the Board of Directors, replace absent or disqualified members at any meeting
of that committee. Any such committee, to the extent provided in the resolution
establishing such committee, shall have and may exercise all the authority of
the Board of Directors, subject to statutory limitations.

     SECTION 13. OFFICERS. The Board of Directors, after the annual meeting of
shareholders each year, may elect one of their number Chairman of the Board,
shall elect one of their number President, may elect one or more Vice
Presidents, shall elect a Secretary and may elect a Treasurer, and may elect one
or more Assistant Secretaries and Assistant Treasurers and such other officers
as they may from time to time deem proper. The same person may be elected to and
hold more than one office. The Chairman of the Board shall be the chief
executive officer of the Corporation. He shall preside at all meetings of
shareholders and of the Board of Directors. In the absence of a President, the
Chairman of the Board shall also be considered to be the President of the
Corporation and shall perform the duties and exercise the powers of the
President. In the absence of the Chairman of the Board, the President shall
preside at all meetings of the Board of Directors and the shareholders and shall
perform the duties and exercise the powers of the Chairman of the Board. The
Vice Presidents, in the order of their seniority, unless otherwise determined by
the Board of Directors, shall, in the absence or disability of a Chairman of the
Board and President, perform the duties and exercise the powers of the
President. The Secretary shall attend all meetings of the Board of Directors and
of the shareholders and record votes and minutes of proceedings in a book to be
kept for that purpose. He shall give, or cause to be given, notice of all
meetings of shareholders and special meetings of the Board of Directors. The
Treasurer shall have custody of corporate funds and securities, shall keep full
and accurate account of receipts and disbursements of the Corporation, and shall
deposit all moneys and other valuable effects in the name

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and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. The Treasurer shall disburse the funds of the
Corporation pursuant to instructions from the Board of Directors, and shall
render to the Chairman of the Board and Directors, at the regular meetings of
the Board or whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. In the absence of
the Secretary or Treasurer, the Assistant Secretaries or Assistant Treasurers
may perform their duties or exercise their powers, respectively, or such other
duties as may be conferred on them by the Board of Directors or other officers.

     The term of office of all officers shall be one year, or until their
respective successors are chosen and qualified, but any officer may be removed
from office for or without cause at any time by the Board of Directors. Whenever
any vacancy shall occur in any office by death, resignation, increase in the
number of offices of the Corporation, or otherwise, the same shall be filled by
the Board of Directors, and the officer so elected shall hold office until his
successor is chosen and qualified. Notwithstanding the foregoing paragraph, the
officers of the Corporation shall have such other powers and duties as usually
pertain to their offices, respectively, as well as such other powers and duties
as may from time to time be conferred by the Board of Directors.

     SECTION 14. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors, as soon
as may be after the annual meeting each year, may appoint an Executive Committee
to consist of the Chairman of the Board, the President and such number of the
Directors as the Board may from time to time determine. Such Executive Committee
shall have and may exercise all the powers of the Board during the intervals
between its meetings which may be lawfully delegated, such to such limitations
as may be provided by resolution of the Board of Directors. The Board shall have
the power at any time to change the membership of such committee and to fill
vacancies on it. The Executive Committee may elect a chairman and make rules for
the conduct of its business and appoint such assistants as it may deem
necessary. A majority of the members of such committee shall constitute a
quorum. The Board of Directors may designate such other committees as it may
deem necessary.

     SECTION 15. AUDIT COMMITTEE. The Board of Directors, at the annual meeting
each year, may appoint an Audit Committee to consist of such number of the
members of the Board of Directors as the Board may from time to time determine.
Such Audit Committee shall select and nominate to the board, for its
consideration, a firm of certified public accountants to audit the books of
account and records of the Company and to perform related services for the
ensuing year, and said committee shall discuss the audit work with the auditors
appointed to perform the audit and shall perform such other services as the
Board shall direct from time to time by resolution of the Board of Directors.
The Audit Committee may elect a chairman and may make rules for the conduct of
its business and appoint such committees and assistants as it may deem
necessary. A majority of members of such committee shall constitute a quorum.

     SECTION 16. TRANSACTIONS WITH THE CORPORATION. A Director of the
Corporation shall not be disqualified by his office from dealing or contracting
with this Corporation, either as a vendor, purchaser or otherwise, nor shall any
transaction or contract of the Corporation be void or voidable by reason of the
fact that any Director or any firm of which any Director is a member, or any
corporation of which any Director is a shareholder or Director, is in any way
interested in such transaction or contract, provided that such transaction or
contract is or shall be authorized, ratified or approved either (1) by vote of
the majority of a

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quorum of the Board of Directors, without counting in such majority or quorum
any Director so interested; or (2) by a vote of the shareholders or by a consent
signed by such holders; nor shall any Director be liable to account to the
Corporation for any profits realized by him from or through any transaction or
contract of this Corporation authorized, ratified or approved, as aforesaid, by
reason of the fact that he or any firm of which he is a member or any
corporation of which he is a shareholder or Director was interested in such
transaction or contract. Nothing herein contained shall create any liability in
the events above described or prevent the authorization, ratification or
approval of such contracts in any other manner provided by law.

     SECTION 17. INSURANCE, INDEMNIFICATION AND OTHER ARRANGEMENTS. Without
further specific approval of the shareholders of the Corporation, the
Corporation shall indemnify and may purchase, enter into, maintain or provide
insurance or other arrangements for the benefit of any person who is or was a
Director, officer, employee or agent of the Corporation or is or was serving
another entity at the request of the Corporation as a Director, officer,
employee, agent or otherwise, to the fullest extent permitted by the laws of the
State of Texas, including without limitation Art. 2.02-1 of the Texas Business
Corporation Act or any successor provision, against any liability asserted
against or incurred by any such person in any such capacity or arising out of
such person's service in such capacity whether or not the Corporation would
otherwise have the power to indemnify against any such liability under the Texas
Business Corporation Act. If the laws of the State of Texas are amended to
authorize the purchase, entering into, maintaining or providing of insurance,
indemnification or other arrangements in the nature of those permitted hereby to
a greater extent than presently permitted, then the Corporation shall have the
power and authority to purchase, enter into, maintain and provide any additional
insurance, indemnification or other arrangement in such regard as shall be
permitted from time to time by the laws of the State of Texas without further
approval of the shareholders of the Corporation. No repeal or modification of
such laws or this Section shall adversely affect any such insurance, arrangement
or right to indemnification existing at the time of such repeal or modification.

     SECTION 18. AMENDMENT OF BYLAWS. These bylaws may be amended by the Board
of Directors or the shareholders.

     SECTION 19. ACTION BY CONSENT. Any action required to be taken at a meeting
of the Directors or the shareholders may be taken without a meeting if a consent
in writing shall be signed by the persons legally required and entitled to vote
on such action.

January 1, 2002

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