Exhibit 99(a)

Texas Utilities Electric Company

OFFICER'S CERTIFICATE


   Robert S. Shapard, the Treasurer of Texas Utilities Electric Company (the
"Company"), pursuant to the authority granted in the Board Resolutions of the
Company dated November 10, 1997, and Sections 201 and 301 of the Indenture
defined herein, does hereby certify to The Bank of New York (the "Trustee"),
as Trustee under the Indenture of the Company (For Unsecured Debt Securities)
dated as of August 1, 1997 (the "Indenture") that:

     1.The securities of the second series to be issued under the Indenture
shall be designated "Floating Rate Debentures due April 24, 2000" (the
"Debentures of the Second Series").  All capitalized terms used in this
certificate which are not defined herein but are defined in the form of
Debentures of the Second Series attached hereto as Exhibit A shall have the
meanings set forth in such Exhibit A; all other capitalized terms used in this
certificate which are not defined herein but are defined in the Indenture
shall have the meanings set forth in the Indenture;

     2.The Debentures of the Second Series shall be limited in aggregate
principal amount to $350,000,000 at any time Outstanding, except as
contemplated in Section 301(b) of the Indenture;

     3.The Debentures of the Second Series shall mature and the principal
shall be due and payable together with all accrued and unpaid interest thereon
on April 24, 2000;

     4.The Debentures of the Second Series shall bear interest as provided in
the form set forth in Exhibit A hereto;

     5.The principal and each installment of interest on the Debentures of the
Second Series shall be payable at, and registration and registration of
transfers and exchanges in respect of the Debentures of the Second Series may
be effected at, the office or agency of the Company in The City of New York;
provided that payment of interest may be made at the option of the Company by
check mailed to the address of the persons entitled thereto.  Notices and
demands to or upon the Company in respect of the Debentures of the Second
Series may be served at the office or agency of the Company in The City of New
York. The Corporate Trust Office of the Trustee will initially be the agency
of the Company for such payment, registration and registration of transfers
and exchanges and service of notices and demands and the Company hereby
appoints the Trustee as its agent for all such purposes; provided, however,
that the Company reserves the right to change, by one or more Officer's
Certificates any such office or

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agency and such agent. The Trustee will be the Security Registrar and
the Paying Agent for the Debentures of the Second Series;

     6.The Calculation Agent for the Debentures of the Second Series shall be
The Bank of New York, or its successor as Calculation Agent.  At any time, the
Company may designate a successor Calculation Agent, who may be any person or
entity who is eligible to be a successor Trustee or co-trustee under the
Indenture or who (a) is in fact independent, (b) does not have any direct
material financial interest in the Company or in any affiliate of the Company,
(c) is not connected with the Company as an officer, employee, promoter,
underwriter, partner, director or person performing similar functions, (d) is
selected by an Authorized Officer and (e) is approved by the Trustee in the
exercise of reasonable care;

     7.The Debentures of the Second Series will not be redeemable prior to
maturity;

     8.The Debentures of the Second Series will be initially issued pursuant
to Section 4(2) of the Securities Act of 1933, as amended (the "Securities
Act"), in global form registered in the name of Cede & Co. (as nominee for The
Depository Trust Company ("DTC"), New York, New York).  The Debentures of the
Second Series in global form shall bear the depository legend in substantially
the form set forth in Exhibit A hereto.  The Debentures of the Second Series
shall contain restrictions on transfer, substantially as described in the form
set forth in Exhibit A hereto.  Each Debenture of the Second Series, whether
in a global form or in a certificated form, shall bear the non-registration
legend in substantially the form set forth in such form, unless otherwise
agreed by the Company, such agreement to be confirmed in writing to the
Trustee.  Nothing in the Indenture, the Debentures of the Second Series or
this certificate shall be construed to require the Company to register any
Debentures of the Second Series under the Securities Act, unless otherwise
expressly agreed by the Company, confirmed in writing to the Trustee, or to
make any transfer of such Debentures of the Second Series in violation of
applicable law;

     9.The Trustee, the Security Registrar and the Company will have no
responsibility under the Indenture for transfers of beneficial interests in
the Debentures of the Second Series.  In connection with any transfer of
Debentures of the Second Series, the Trustee, the Security Registrar and the
Company shall be under no duty to inquire into, may conclusively presume the
correctness of, and shall be fully protected in relying upon the certificates
and other information (in the forms of certificate of transfer and accredited
investor certificate attached hereto as part of Exhibit A, or otherwise)
received from the Holders and any transferees of any Debentures of the Second
Series regarding the validity, legality and due authorization of any such
transfer, the eligibility of the transferee to receive such Security and any
other facts and circumstances related to such transfer;

     10.No service charge shall be made for the registration of transfer or
exchange of the Debentures of the Second Series; provided, however, that the
Company may require
                                -2-
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payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with the exchange or transfer;

     11.If the Company shall make any deposit of money and/or Eligible
Obligations with respect to any Debentures of the Second Series, or any
portion of the principal amount thereof, as contemplated by Section 701 of the
Indenture, the Company shall not deliver an Officer's Certificate described in
clause (z) in the first paragraph of said Section 701 unless the Company shall
also deliver to the Trustee, together with such Officer's Certificate, either:

          (A)     an instrument wherein the Company, notwithstanding the
satisfaction and discharge of its indebtedness in respect of the Debentures of
the Second Series, shall assume the obligation (which shall be absolute and
unconditional) to irrevocably deposit with the Trustee or Paying Agent such
additional sums of money, if any, or additional Eligible Obligations (meeting
the requirements of Section 701), if any, or any combination thereof, at such
time or times, as shall be necessary, together with the money and/or Eligible
Obligations theretofore so deposited, to pay when due the principal of and
premium, if any, and interest due and to become due on such Debentures of the
Second Series or portions thereof, all in accordance with and subject to the
provisions of said Section 701; provided, however, that such instrument may
state that the obligation of the Company to make additional deposits as
aforesaid shall be subject to the delivery to the Company by the Trustee of a
notice asserting the deficiency accompanied by an opinion of an independent
public accountant of nationally recognized standing, selected by the Trustee,
showing the calculation thereof; or

          (B)     an Opinion of Counsel to the effect that, as a result of a
change in law occurring after the date of this certificate, the Holders of
such Debentures of the Second Series, or portions of the principal amount
thereof, will not recognize income, gain or loss for United States federal
income tax purposes as a result of the satisfaction and discharge of the
Company's indebtedness in respect thereof and will be subject to United States
federal income tax on the same amounts, at the same times and in the same
manner as if such satisfaction and discharge had not been effected.

     12.The Debentures of the Second Series shall have such other terms and
provisions as are provided in the form set forth in Exhibit A hereto, and
shall be issued in substantially such form;

     13.The undersigned has read all of the covenants and conditions contained
in the Indenture relating to the issuance of the Debentures of the Second
Series and the definitions in the Indenture relating thereto and in respect of
which this certificate is made;

     14.The statements contained in this certificate are based upon the
familiarity of the undersigned with the Indenture, the documents accompanying
this certificate, and upon discussions by the undersigned with officers and
employees of the Company familiar with the matters set forth herein;

                                -3-
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     15.In the opinion of the undersigned, he has made such examination or
investigation as is necessary to enable him to express an informed opinion
whether or not such covenants and conditions have been complied with; and

     16.In the opinion of the undersigned, such conditions and covenants and
conditions precedent, if any (including any covenants compliance with which
constitutes a condition precedent) to the authentication and delivery of the
Debentures of the Second Series requested in the accompanying Company Order
have been complied with.


                                -4-
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     IN WITNESS WHEREOF, I have executed this Officer's Certificate this 24th
day of April, 1998.


                                          /s/ Robert S. Shapard
                                         -----------------------
                                              Robert S. Shapard
                                                 Treasurer




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                                                        EXHIBIT A

                      [depository legend]

     Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company
or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                        [non-registration legend]


"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT").  THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE COMPANY, (2) IN
A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE
BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF
THIS SECURITY), (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE
TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), OR
(5) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF
THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT
FOR DISTRIBUTION, AND A CERTIFICATE IN THE FORM ATTACHED TO THIS SECURITY IS
DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.  AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES IT
WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER
INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT
OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS.  THE HOLDER HEREOF,
BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE
COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A OR (2) AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS
HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3)
A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF, OR AN
ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (o)(2) OF RULE 902 UNDER,
REGULATION S UNDER THE SECURITIES ACT."

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No._______________
Cusip No.__________


                         [FORM OF FACE OF DEBENTURE]



[(See legend at the end of this Security for
restrictions on transferability and change of form)]

TEXAS UTILITIES ELECTRIC COMPANY

FLOATING RATE DEBENTURES DUE APRIL 24, 2000

     TEXAS UTILITIES ELECTRIC COMPANY, a corporation duly organized and
existing under the laws of the State Texas (herein referred to as the "Company",
 which term includes any successor Person under the Indenture), for value
received, hereby promises to pay to

[Cede & Co.]

or registered assigns, the principal sum of

____________________________________________________________________________
Dollars
on April 24, 2000 (Maturity Date), and to pay interest on said principal sum,
quarterly on January 24, April 24, July 24 and October 24 of each year (each
an Interest Payment Date), commencing July 24, 1998, at the per annum interest
rate determined by the Calculation Agent on each Interest Determination Date,
as such terms are defined herein, until the principal hereof is paid or made
available for payment.  The amount of interest payable on any Interest Payment
Date shall be computed on the basis of the actual number of days for which
interest is payable in the relevant Interest Period, divided by 360.  The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the 15th calendar day next preceding such Interest Payment Date.  Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture referred to on the reverse hereof.

          Payment of the principal of (and premium, if any) and interest on
this Security will be made at the office or agency of the Company maintained
for that purpose in The City of New York, the State of New York in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, provided, however, that, at
the option of the Company, interest on this Security may be paid by check
mailed to the address of the person entitled thereto, as such address shall
appear on the Security Register.

                                A-2
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        Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

        Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

        IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.

                              TEXAS UTILITIES ELECTRIC COMPANY


                              By:_______________________________________

ATTEST:


____________________________


[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

Dated:

          This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                              THE BANK OF NEW YORK, as Trustee


                              By:_______________________________________
                                        Authorized Signatory


                                A-3
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                        [FORM OF REVERSE OF DEBENTURE]

        This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of August 1, 1997 (herein, together
with any amendments thereto, called the "Indenture", which term shall have the
meaning assigned to it in such instrument), between the Company and The Bank
of New York, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), and reference is hereby made to the
Indenture, including the Board Resolutions and Officer's Certificate filed
with the Trustee on April 24, 1998 creating the series designated on the face
hereof, for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to
be, authenticated and delivered.  This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$350,000,000.

          The Securities of the Second Series will bear interest at a per
annum rate (Interest Rate) determined by The Bank of New York, or its
successor appointed by the Company as permitted by the Indenture, acting as
calculation agent (Calculation Agent).  The Interest Rate for each Interest
Period will be equal to LIBOR (as defined below) on the second London Business
Day (as defined below) immediately preceding the first day of such Interest
Period (Interest Determination Date), plus .27%; provided, however, that in
certain circumstances described below, the Interest Rate will be determined in
an alternative manner without reference to LIBOR.  Promptly upon such
determination, the Calculation Agent will notify the Trustee of the Interest
Rate for such Interest Period.

        Interest on the Securities of the Second Series will accrue from and
including April 24, 1998 (Issue Date) to but excluding July 24, 1998 (the
first Interest Payment Date) and thereafter from and including each Interest
Payment Date to but excluding the next succeeding Interest Payment Date or
Maturity Date, as the case may be.

        "London Business Day" shall mean a day on which dealings in deposits
in U.S. dollars are transacted, or with respect to any future date, are
expected to be transacted, in the London interbank market.

        "LIBOR" for any Interest Determination Date will be the offered rate
for deposits in U.S. dollars having an index maturity of three months for a
period commencing on the second London Business Day immediately following the
Interest Determination Date (Three Month Deposits) in amounts of not less than
$1,000,000, as such rate appears on Telerate Page 3750 (as defined below), or
a successor reporter of such rates selected by the Calculation Agent and
acceptable to the Company, at approximately 11:00 A.M., London time, on the
Interest Determination Date (Reported Rate).

        "Telerate Page 3750" means the display designated on page "3750" on
Dow Jones Markets Limited (or such other page as may replace the 3750 page on
that service or such other service or services as may be nominated by the
British Bankers' Association for the purpose of displaying London interbank
offered rates for U.S. Dollar deposits).

        If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the Interest Rate for the Offered
Bonds as follows:

                                A-4
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(i) In the event no Reported Rate appears on Telerate Page 3750 as of
approximately 11:00 a.m. London time on an Interest Determination Date, the
Calculation Agent shall request the principal London offices of each of four
major banks in the London interbank market selected by the Calculation Agent
(after consultation with the Company) to provide a quotation of the rate (Rate
Quotation) at which Three Month Deposits in amounts of not less than
$1,000,000 are offered by it to prime banks in the London interbank market, as
of approximately 11:00 a.m. London time on such Interest Determination Date,
that is representative of single transactions at such time (Representative
Amounts).  If at least two Rate Quotations are provided, the Interest Rate
will be the arithmetic mean of the Rate Quotations obtained by the Calculation
Agent, plus .27%.

     (ii) In the event no Reported Rate appears on Telerate Page 3750 and
there are fewer than two Rate Quotations, the Interest Rate will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M. New York City
time on such Interest Determination Date, by three major banks in New York
City, selected by the Calculation Agent, for loans in Representative Amounts
in U.S. dollars to leading European banks, having an index maturity of three
months for a period commencing on the second London Business Day immediately
following such Interest Determination Date, plus .27%; provided, however, that
if fewer than three banks selected by the Calculation Agent are quoting such
rates, the Interest Rate for the applicable period will be the same as the
Interest Rate in effect for the immediately preceding Interest Period.

         Upon the request of the Holder of this Security, the Calculation
Agent will provide to such Holder the Interest Rate in effect on the date of
such request and, if determined, the Interest Rate for the next Interest
Period.

         "Interest Period" shall mean the period commencing on an Interest
Payment Date and ending on the day preceding the next succeeding Interest
Payment Date, with the exception that the first Interest Period shall begin on
the Issue Date and extend through the day preceding the first Interest Payment
Date.

         If an Interest Payment Date or the Maturity Date for the Securities
of the Second Series falls on a day that is not a Business Day in The City of
New York, the related payment of interest or principal and interest may be
made on the next succeeding Business Day with the same force and effect as if
it were made on the date such payment was due, and no interest will accrue on
the amounts so payable for the period from and after such dates.

         All percentages resulting from any calculation of any interest rate
for the Securities of the Second Series will be rounded, if necessary, to the
nearest one hundred thousandth of a percentage point, with five one millionths
of a percentage point rounded upward and all dollar amounts will be rounded to
the nearest cent, with one-half cent being rounded upward.

         The Securities of this series will not be redeemable prior to
maturity.

         The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security upon compliance with certain conditions
set forth in the Indenture, including the Officer's Certificate described
above.

                                A-5
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         If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of all series to be affected.  The
Indenture contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of all series then Outstanding to
waive compliance by the Company with certain restrictive provisions of the
Indenture.  The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive certain past defaults under the Indenture and their
consequences.  Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee
or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect
to the Securities of this series, the Holders of a majority in aggregate
principal amount of the Securities of all series at the time Outstanding in
respect of which an Event of Default shall have occurred and be continuing
shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee reasonable
indemnity, and the Trustee shall not have received from the Holders of a
majority in aggregate principal amount of Securities of all series at the time
Outstanding in respect of which an Event of Default shall have occurred and be
continuing a direction inconsistent with such request, and shall have failed
to institute any such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity.  The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment
of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

         No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $5,000 and any integral multiples of
$1,000 in excess thereof.  As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for
a like aggregate principal amount of Securities of this series and of like
tenor and of authorized denominations, as requested by the Holder surrendering
the same.

          No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

                                A-6
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         The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the absolute
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


                                A-7
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                             [LEGEND

     Unless and until this Security is exchanged in whole or in part for
certificated Securities registered in the names of the various beneficial
holders hereof as then certified to the Corporate Trustee by The Depository
Trust Company (55 Water Street, New York, New York) or its successor (the
"Depositary"), this Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary.

     Unless this certificate is presented by an authorized representative of
the Depositary to the Company or its agent for registration of transfer,
exchange or payment, and any certificate to be issued is registered in the
name of Cede & Co., or such other name as requested by an authorized
representative of the Depositary and any amount payable thereunder is made
payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.

     This Security may be exchanged for certificated Securities registered in
the names of the various beneficial owners hereof if (a) the Depositary is at
any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Company within 90 days, or (b) the Company
elects to issue certificated Securities to beneficial owners.  Any such
exchange shall be made upon receipt by the Trustee of a Company Order therefor
and certificated Securities of this series shall be registered in such names
and in such denominations as shall be certified to the Company and the Trustee
by the Depositary.]



<PAGE>
<PAGE>

                       [CERTIFICATE OF TRANSFER]
                   TEXAS UTILITIES ELECTRIC COMPANY
               Floating Rate Debentures due April 24, 2000
                  Principal Amount $_________________

FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

     -----------------------------------------------------------
     Name and address of assignee must be printed or typewritten.



the referenced Security of the Company and does hereby irrevocably constitute
and appoint



to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.

The undersigned certifies that said Security is being resold, pledged or
otherwise transferred as follows:  (check one)

[ ] ;to the Company;

[ ] ;to a Person whom the undersigned reasonably believes is a qualified
institutional buyer within the meaning of Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act") purchasing for its own account or
for the account of a qualified institutional buyer to whom notice is given
that the resale, pledge or other transfer is being made in reliance on Rule
144A;

[ ] ;in an offshore transaction in accordance with Rule 904 of Regulation S
under the Securities Act;

[ ] ;to an institution that is an "accredited investor" as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring this
Security for investment purposes and not for distribution; (attach a copy of
an Accredited Investor Certificate in the form annexed signed by an authorized
officer of the transferee)

[ ] ;as otherwise permitted by the non-registration legend appearing on
this Security; or

[ ] ;as otherwise agreed by the Company, confirmed in writing to the
Trustee, as follows: [describe]






Dated:

                                A-9
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                [FORM OF ACCREDITED INVESTOR CERTIFICATE]


[Transferor Name and Address]



Ladies and Gentlemen:

  In connection with our proposed purchase of Floating Rate Debentures due
April 24, 2000 (the "Debentures") issued by Texas Utilities Electric Company
("Issuer"), we confirm that:


     1.     We have received a copy of the Offering Memorandum (the "Offering
Memorandum") relating to the Debentures and such other information as we deem
necessary in order to make our investment decision. We acknowledge that we
have read and agree to the matters stated under the caption NOTICE TO
INVESTORS in such Offering Memorandum, and the restrictions on duplication or
circulation of, or disclosure relating to, such Offering Memorandum.

     2.    We understand that any subsequent transfer of the Debentures is
subject to certain restrictions and conditions set forth in the Indenture
relating to Debentures (the "Indenture") and that any subsequent transfer of
the Debentures is subject to certain restrictions and conditions set forth
under NOTICE TO INVESTORS in the Offering Memorandum and the undersigned
agrees to be bound by, and not to resell, pledge or otherwise transfer the
Debentures except in compliance with such restrictions and conditions and the
Securities Act of 1933, as amended ("Securities Act").

     3.    We understand that the offer and sale of the Debentures have not
been registered under the Securities Act, and that the Debentures may not be
offered or sold except as permitted in the following sentence. We agree, on
our own behalf and on behalf of any accounts for which we are acting as
hereinafter stated, that if we sell any Debentures, we will do so only (A) to
the Company, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer,
furnishes to the Trustee (as defined in the Indenture) a signed letter
containing certain representations and agreements relating to the restrictions
on transfer of the Debentures (substantially in the form of this letter) and,
if such transfer is in respect of an aggregate principal amount of Debentures
at the time of transfer of less than $100,000, an opinion of counsel
acceptable to the Issuer that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act (if available), or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing any of the Debentures
from us a notice advising such purchaser that resales of the Debentures are
restricted as stated herein.

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     4.   We understand that, on any proposed resale of any Debentures, we
will be required to furnish to the Trustee and Issuer such certifications,
legal opinions and other information as the Trustee and Issuer may reasonably
require to confirm that the proposed sale complies with the foregoing
restrictions.  We further understand that the Debentures purchased by us will
bear a legend to the foregoing effect.

     5.   We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the
Debentures, and we and any accounts for which are acting are each able to bear
the economic risk of our or its investment.

     6.    We are acquiring the Debentures purchased by us for our own
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion.

    You, the Issuer and the Trustee are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.
                                   Very truly yours,


                                   By:____________________
                                      Name:
                                      Title:



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