EXHIBIT 99

Amendment dated June 30, 1999 to
$3,600,000,000 364-Day Amended and Restated
Competitive Advance and Revolving Credit Facility Agreement
"Facility A"
dated as of May 28, 1998,
as amended and restated as of February 26, 1999,
among
TEXAS UTILITIES COMPANY
(DOING BUSINESS AS TXU CORP.),
TXU ELECTRIC COMPANY
(FORMERLY KNOWN AS TEXAS UTILITIES ELECTRIC COMPANY),
TXU GAS COMPANY
(FORMERLY KNOWN AS ENSERCH CORPORATION),
certain lenders named therein,
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
and
THE CHASE MANHATTAN BANK

CONFORMED COPY

AMENDMENT

This AMENDMENT, dated as of June 30, 1999, among TEXAS UTILITIES COMPANY, a Texas corporation doing business as TXU Corp
("TUC"), TXU ELECTRIC COMPANY (formerly known as Texas Utilities Electric Company), a Texas corporation ("TXU
Electric"), TXU GAS COMPANY (formerly known as Enserch Corporation), a Texas corporation ("TXU Gas" and, together with TUC and
TXU Electric, the "Borrowers"), the lenders parties to the Credit Agreement referred to below (the
"Lenders"), THE CHASE MANHATTAN BANK, as Competitive Advance Facility Agent (the "CAF Agent"), and CHASE
BANK OF TEXAS, NATIONAL ASSOCIATION, as administrative agent for the lenders (the "Administrative Agent" and, together with the CAF Agent, the
"Agents").

PRELIMINARY STATEMENTS:

(1) The
Borrowers, the Lenders and the Agents have entered into an Amended and Restated 364-Day Competitive Advance and Revolving Credit Facility Agreement, dated as of
May 28, 1998, as amended and restated as of February 26, 1999 (the "Credit Agreement"). Capitalized terms used but not defined herein are
used with the meanings assigned to them in the Credit Agreement.

(2) The
Borrowers have requested that the Lenders agree to amend the Credit Agreement to include in the definition of Consolidated Shareholders' Equity certain
equity-linked securities.

(3) The
Borrowers have further requested that the Lenders agree to amend Section 3.05 of the Credit Agreement to reflect the current financial statements of the
Borrowers.

SECTION 1.Amendment to Credit Agreement.Effective as of the Effective Date
(as defined in Section 2) and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement is amended as follows:

(a) The
definition of "Consolidated Shareholders' Equity" as set forth in Section 1.01 is amended and restated in its entirety as follows:



(b) The
following new definition is inserted in Section 1 in alphabetical order:



(c) Section
3.05 is amended and restated in its entirety as follows:



SECTION 2.Conditions of Effectiveness.This Agreement shall become effective
when, and only when, the Administrative Agent, on or prior to June 30, 1999, shall have received counterparts of this Amendment executed by the Borrowers and the Required Lenders, and Section 1
hereof shall become effective when, and only when, on or prior to June 30, 1999 (the "Effective Date"), the Administrative Agent shall have
additionally received (all dated on or as of the same date, which shall be on or prior to the June 30, 1999):



SECTION 3.Representations and Warranties of the Borrowers.Each Borrower
confirms and repeats, as of the date hereof, the representations and warranties made by such Borrower in Article III of the


Credit Agreement, with references therein to the Credit Agreement to be deemed to be references to this Amendment and the Credit Agreement, as amended by this Amendment.

SECTION 4.Reference to and Effect on the Credit Agreement.Upon the Effective
Date, on and after the date hereof each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement, as amended hereby. Except as specifically amended above, the Credit Agreement is and shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or
any Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

SECTION 5.Costs and Expenses.The Borrowers agree to pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with entering into this Amendment (whether or not the amendment hereby contemplated is consummated), or incurred by the
Administrative Agent or any Lender in connection with the enforcement of its rights in connection with this Amendment.

SECTION 6.Execution in Counterparts.This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.

SECTION 7.Governing Law.This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.

IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective authorized officers thereunto, as of the date first above written.

| |  | TEXAS UTILITIES COMPANY(doing business as TXU Corp)                            
| |  | -------------------------------------------------------------------------------
| |  | By                                                                             
| |  | TXU ELECTRIC COMPANY(formerly known as Texas Utilities Electric Company)       
| |  | By                                                                             
| |  | TXU GAS COMPANY(formerly known as Enserch Corporation)                         
| |  | By                                                                             
| |  | CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,as Administrative Agent              
| |  | By                                                                             
| |  | THE CHASE MANHATTAN BANK,individually and as Competitive Advance Facility Agent
| |  | By                                                                             
| |  | Lenders                                                                        
| |  | ABN AMRO BANK N.V.                                                             
| |  | By                                                                             
| |  | By                                                                             
| |  | ARAB BANKING CORPORATION (B.S.C.)                                              
| |  | By                                                                             
| |  | THE BANK OF NOVA SCOTIA                                                        
| |  | By                                                                             
| |  | THE BANK OF TOKYO-MITSUBISHI, LTD.                                             
| |  | By                                                                             
| |  | BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION                         
| |  | By                                                                             
| |  | BANQUE NATIONALE DE PARIS                                                      
| |  | By                                                                             
| |  | BARCLAYS BANK PLC                                                              
| |  | By                                                                             
| |  | BAYERISCHE LANDESBANK GIROZENTRALE (CAYMAN ISLANDS BRANCH)                     
| |  | By                                                                             
| |  | By                                                                             
| |  | CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH                               
| |  | By                                                                             
| |  | CANADIAN IMPERIAL BANK OF COMMERCE                                             
| |  | By                                                                             
| |  | CITIBANK, N.A.                                                                 
| |  | By                                                                             
| |  | COMMERZBANK AG                                                                 
| |  | By                                                                             
| |  | By                                                                             
| |  | CREDIT AGRICOLE INDOSUEZ                                                       
| |  | By                                                                             
| |  | By                                                                             
| |  | CREDIT LYONNAIS NEW YORK BRANCH                                                
| |  | By                                                                             
| |  | CREDIT SUISSE FIRST BOSTON                                                     
| |  | By                                                                             
| |  | By                                                                             
| |  | DAI-ICHI KANGYO BANK, LTD.                                                     
| |  | By                                                                             
| |  | DEN DANSKE BANK AKTIESELSKAB                                                   
| |  | By                                                                             
| |  | By                                                                             
| |  | DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH                        
| |  | By                                                                             
| |  | By                                                                             
| |  | DG BANK DEUTSCHE GENOSSENSCHAFTSBANK                                           
| |  | By                                                                             
| |  | By                                                                             
| |  | THE FIRST NATIONAL BANK OF CHICAGO                                             
| |  | By                                                                             
| |  | FIRST UNION NATIONAL BANK                                                      
| |  | By                                                                             
| |  | GUARANTY FEDERAL BANK, FSB                                                     
| |  | By                                                                             
| |  | THE INDUSTRIAL BANK OF JAPAN, LIMITED                                          
| |  | By                                                                             
| |  | KBC BANK                                                                       
| |  | By                                                                             
| |  | By                                                                             
| |  | LEHMAN COMMERCIAL PAPER INC.                                                   
| |  | By                                                                             
| |  | LLOYDS TSB BANK PLC                                                            
| |  | By                                                                             
| |  | By                                                                             
| |  | MELLON BANK, N.A.                                                              
| |  | By                                                                             
| |  | MERRILL LYNCH CAPITAL CORPORATION                                              
| |  | By                                                                             
| |  | THE MITSUBISHI TRUST AND BANKING CORPORATION                                   
| |  | By                                                                             
| |  | NATIONAL AUSTRALIA BANK LIMITED A.C.N. 004044937                               
| |  | By                                                                             
| |  | NATIONAL WESTMINISTER BANK PLC                                                 
| |  | By                                                                             
| |  | THE ROYAL BANK OF SCOTLAND PLC                                                 
| |  | By                                                                             
| |  | THE SANWA BANK, LIMITED NEW YORK BRANCH                                        
| |  | By                                                                             
| |  | SOCIÉTÉ GÉNÉRAL                                                                
| |  | By                                                                             
| |  | SGZ BANK                                                                       
| |  | By                                                                             
| |  | By                                                                             
| |  | THE SUMITOMO BANK LIMITED                                                      
| |  | By                                                                             
| |  | THE TOKAI BANK LIMITED                                                         
| |  | By                                                                             
| |  | TORONTO DOMINION (TEXAS), INC.                                                 
| |  | By                                                                             
| |  | WESTDEUSTCHE LANDESBANK GIROZENTRALE                                           
| |  | By                                                                             
| |  | By                                                                             
| |  | THE BANK OF NEW YORK                                                           
| |  | By                                                                             
| |  | FLEET NATIONAL BANK                                                            
| |  | By                                                                             
| |  | BANCA NAZIONALE DEL LAVORO                                                     
| |  | By                                                                             
| |  | By