<PAGE>                                          EXHIBIT 4.5


                        SUBORDINATED NOTE
                                
          THIS  SECURITY  HAS  NOT  BEEN  REGISTERED  UNDER   THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES  LAWS
AND  MAY  NOT  BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES  IS  A
QUALIFIED  INSTITUTIONAL BUYER WITHIN THE MEANING  OF  RULE  144A
UNDER  THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT  OR  FOR
THE  ACCOUNT  OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING  THE  REQUIREMENTS  OF RULE  144A,  (2)  IN  AN  OFFSHORE
TRANSACTION  COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION  S
UNDER  THE  SECURITIES  ACT, (3) PURSUANT TO  AN  EXEMPTION  FROM
REGISTRATION  UNDER  THE  SECURITIES ACT  PROVIDED  BY  RULE  144
THEREUNDER  (IF  AVAILABLE)  OR  (4)  PURSUANT  TO  AN  EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE  IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE  STATES  OF
THE UNITED STATES AND OTHER JURISDICTIONS.

No.1                                                 $150,000,000

                      Original Issuance Date:  September 29, 1997
                                                                 
                                 Issuance Date:  October 27, 1997
                                                                 
                    ENSERCH EXPLORATION, INC.
                                
                Subordinated Increasing Rate Note
                                
          ENSERCH EXPLORATION, INC., a Texas corporation
(together with its successors, the "Issuer"), for value received,
hereby promises to pay to:

                        EEX CAPITAL INC.
              and registered assigns (the "Holder")
                                
                      the principal sum of
                                
                ONE HUNDRED FIFTY MILLION DOLLARS
                                
on  demand,  or  if no demand has been made, on August  4,  2005,
together  with  interest thereon from and after the  date  hereof
until  maturity  on  the  dates  and  at  the  rates  hereinafter
provided.

          This  Subordinated Note is subject to the terms of that
certain  Subordination Agreement effective as  of  September  29,
1997 executed by Holder in favor of The Chase Manhattan Bank,  as
Administrative Agent and for the benefit of the Lenders from time
to  time  party to the EEX Credit Agreement hereinafter described
(the  "Subordination Agreement"), and shall replace that  certain
demand  note  dated June 5, 1997 in the original  face  principal
amount  of  $150,000,000  made by EEX  in  favor  of  Payee  (the
"Existing  Note")  and to re-evidence the debt evidenced  by  the
Existing  Note,  which debt remains outstanding as  of  the  date
hereof.  Notwithstanding the execution of the replacement of  the
Existing Note with this Subordinated Note, any accrued and unpaid
interest  under  the Existing Note as of the  date  hereof  shall
remain  outstanding  and shall be payable in  full  on  the  next
Interest Payment Date hereunder.

          Issuer  shall keep at its principal office  a  register
(the  "Register")  in  which  shall  be  entered  the  names  and
addresses of the registered Holders of this Subordinated Note and
of  all  transfers of hereof.  The ownership of this Subordinated
Note  (or  any  Subordinated Note issued in replacement  herefor)
shall be proven by the Register.

          Section 1.     Definitions.  As used herein:
          
     (a)  capitalized terms used and not otherwise defined herein
shall  have  the meanings attributed thereto in the  Subscription
Agreement, and

     (b)  the following terms shall have the following meanings:

          "Dividend  Period"  have the meaning  assigned  in  the
Certificate of Designations.

          "Dividends"   have   the  meaning   assigned   in   the
Certificate of Designations.

          "Dollars" and "$" shall mean lawful money of the United
States of America.

          "Interest Payment Date" shall mean a "Dividend  Payment
Date" under and as described in the Certificate of Designations.

          "Interest  Periods" shall mean the periods (i)  in  the
case  of  the first Interest Period, from September 29, 1997,  to
but  excluding  December  31, 1997,  and  in  the  case  of  each
subsequent  Interest  Period, from the last  Business  Day  of  a
calendar  quarter to but excluding the last Business Day  of  the
following calendar quarter or, if earlier, the maturity  date  of
this Subordinated Note.

          "Prohibited  Indebtedness" shall mean any  Indebtedness
of  or  guaranteed by EEX Capital other than (a) the Indebtedness
evidenced  by  this  Subordinated Note  (and  subordinated  Notes
issued in replacement hereof), and (b) additional Indebtedness of
EEX Capital to EEX or another Affiliate not to exceed $10,000,000
in aggregate principal amount.

          "Responsible  Officer" shall mean, as  to  EEX  or  any
Subsidiary,  the  Chief Executive Officer, the President  or  any
Vice  President  of  EEX Capital and, with respect  to  financial
matters,  the term "Responsible Officer" shall include the  Chief
Financial Officer, Controller, Vice President, Finance, Treasurer
or  Treasury Officer of such Person.  Unless otherwise specified,
all  references  to  a Responsible Officer herein  shall  mean  a
Responsible Officer of EEX.

          "Subscription  Agreement" shall mean  the  Amended  and
Restated Preferred Stock Subscription Agreement effective  as  of
September  29,  1997  by  and among  EEX,  EEX  Capital  and  UBS
Securities  LLC,  individually and as  Placement  Agent  for  the
holders  of  the  Preferred Stock, as the same  may  be  amended,
supplemented, restated or replaced from time to time.

          Section  2.  Interest and Payment.  Subject in each  of
the following cases to the terms of the Subordination Agreement:
          
     (a)  Interest shall accrue on the unpaid principal balance of
this  Subordinated Note for each Interest Period at the  rate  of
interest equal to the lesser of (i) the sum of the Dividends  and
Additional Costs owing for the continuous Dividend Period for the
Preferred Stock whether or not such Dividends or Additional Costs
are described or paid and (ii) the Maximum Rate (defined below);

     (b)  The outstanding principal balance of this Subordinated Note
shall  be  due and payable on demand, but if no demand  has  been
made,  on  August  4,  2005.  Interest on  the  unpaid  principal
balance  of  this Subordinated Note shall be due and  payable  on
each  Interest  Payment Date, commencing on the Interest  Payment
Date  occurring  on December 31, 1997, until the maturity  hereof
(whether due to demand, a Maturing Event, or expiration of term),
at  which  time all unpaid principal of and accrued  interest  on
this Subordinated Note shall be due and payable; and

     (c)   Issuer may redeem this Subordinated Note upon ten (10)
Business  Days'  prior notice to Holder and the  Placement  Agent
which notice shall specify the redemption date (which shall be an
Interest  Payment  Date) and the amount of the redemption  (which
shall  be  at least $10,000,000 or any whole multiple of $100,000
in  excess  thereof or the remaining aggregate principal  balance
outstanding  on this Subordinated Note) and shall be  irrevocable
and  effective  only  upon receipt by Holder  and  the  Placement
Agent,  provided that interest on the principal prepaid,  accrued
to the redemption date, shall be paid on the redemption date.

          Section 3. General Provisions.
          
          All  principal, interest and other sums  payable  under
this  Subordinated  Note shall be paid on the  day  when  due  in
immediately available funds in lawful money of the United  States
of  America.  All payments made as scheduled on this Subordinated
Note  shall  be applied, to the extent thereof, first to  accrued
but unpaid interest and the balance to unpaid principal.

          Notwithstanding  the failure of the  holder  hereof  to
make  prior  actual demand hereon, this Subordinated  Note  shall
mature  and, subject to the Subordination Agreement, be  due  and
payable  at once, without demand, upon the occurrence of  any  of
the following events (each, a "Maturing Event"):

     (a)  If Issuer shall fail to pay when due any principal of or
interest  on  this  Subordinated  Note  and  such  failure  shall
continue unremedied for a period of thirty (30) days; or

(b)  If Issuer or Holder shall admit in writing its inability to,
or be generally unable to, pay its debts as such debts become
due; or
     (c)  If Issuer or Holder shall (i) apply for or consent to the
appointment  of,  or  the taking of possession  by,  a  receiver,
custodian,  trustee  or  liquidator of itself  or  of  all  or  a
substantial part of its Property, (ii) make a general  assignment
for the benefit of its creditors, (iii) commence a voluntary case
under  the  Federal  Bankruptcy Code  (as  now  or  hereafter  in
effect),  (iv)  file  a  petition, as  debtor,  seeking  to  take
advantage  of  any other law relating to bankruptcy,  insolvency,
reorganization,  winding-up, or composition  or  readjustment  of
debts, (v) fail to controvert in a timely and appropriate manner,
or  acquiesce in writing to, any petition filed against it in  an
involuntary case under the Federal Bankruptcy Code, or (vi)  take
any  corporate or partnership action for the purpose of effecting
any of the foregoing;

     (d)  If a proceeding or case shall be commenced, without the
application  or  consent  of Issuer or Holder  in  any  court  of
competent    jurisdiction,   seeking   (i)    its    liquidation,
reorganization, dissolution or winding-up, or the composition  or
readjustment  of its debts, (ii) the appointment  of  a  trustee,
receiver,  custodian, liquidator or the like of Issuer or  Holder
of  all or any substantial part of its Property, or (iii) similar
relief  in respect of Issuer or Holder under any law relating  to
bankruptcy,    insolvency,   reorganization,    winding-up,    or
composition or adjustment of debts, and such proceeding  or  case
shall  continue  undismissed, or an  order,  judgment  or  decree
approving  or ordering any of the foregoing shall be entered  and
continue unstayed and in effect, for a period of 60 days; or (iv)
an  order for relief against Issuer or Holder shall be entered in
an involuntary case under the Federal Bankruptcy Code; or

     (e)  If an "Event of Default" under and as defined in (i) the EEX
Credit  Agreement, (ii) the Subscription Agreement or  (iii)  the
Certificate of Designations shall occur; or

     (f)   If EEX or any of its Subsidiaries shall default in the
performance of any of its obligations under any other Transaction
Document or EEX Capital shall default in the performance  of  any
of  its  obligations under any other Section of this Subordinated
Note  not  covered by the foregoing clauses (a) through  (e)  and
such default shall continue unremedied for a period of sixty (60)
days  after the earlier to occur of (i) notice thereof to EEX  by
the Placement Agent, as EEX Capital's attorney-in-fact, or (ii) a
Responsible  Officer  of  EEX otherwise becoming  aware  of  such
default; or

     (g)  If any Change of Control shall occur.
     
          Upon   the   occurrence  of  a  Maturing  Event   under
subparagraph (a), (e), (f) or (g) above, subject to the terms  of
the  Subordination  Agreement, Holder shall  have  the  right  to
declare  the  unpaid  principal balance and  accrued  but  unpaid
interest  on this Subordinated Note at once due and payable  (and
upon such declaration, the same shall be at once due and payable)
and  to  exercise  any of its other rights, powers  and  remedies
under  this Subordinated Note or at law or in equity.   Upon  the
occurrence of a Maturing Event under subparagraph (b), (c) or (d)
above,  the  entire unpaid principal balance of this Subordinated
Note   and   all  accrued  but  unpaid  interest  thereon   shall
automatically be accelerated and immediately due and  payable  in
full,  without notice, presentment, protest, demand or notice  of
any kind, each of which is hereby expressly waived by Issuer.

          Subject  to  the terms of the Subordination  Agreement,
this  Subordinated Note is a demand obligation subject  to  being
called  at  any  time without reason upon actual  demand  by  the
holder  hereof.  The inclusion of a payment schedule and maturity
clause  in this Subordinated Note is merely to provide terms  for
payment  and  acceleration in the absence of actual  demand,  and
does not affect or impair the holder's absolute right, subject to
the   Subordination  Agreement,  to  demand   payment   of   this
Subordinated Note at any time without reason.  Issuer has  agreed
that  the  holder may delay demand until, or make demand  at  any
time before, the maturity date otherwise specified above.

          Neither  the failure by the holder hereof to  exercise,
nor  delay  by  the  holder hereof in exercising,  the  right  to
accelerate  the maturity of this Subordinated Note or  any  other
right,  power  or  remedy  upon  any  Maturing  Event  shall   be
considered as a waiver of such Maturing Event or as a  waiver  of
the  right  to  exercise any such right, power or remedy  at  any
time.    Without   limiting  the  generality  of  the   foregoing
provisions,  the acceptance by Holder from time to  time  of  any
payment  under this Subordinated Note which is past due or  which
is  less  than the payment in full of all amounts due and payable
at  the time of such payment, shall not constitute a waiver of or
impair or establish any right or remedy of Holder.

          It  is the intent of Holder and Issuer in the execution
of  this Subordinated Note to contract in strict compliance  with
applicable usury law.  In furtherance thereof, Holder and  Issuer
stipulate  and  agree  that  none of  the  terms  and  provisions
contained  in this Subordinated Note, or in any other  instrument
executed  in  connection herewith, shall  ever  be  construed  to
create a contract to pay for the use, forbearance or detention of
money, or interest at a rate in excess of the Maximum Rate;  that
neither Issuer nor any guarantors, endorsers or other parties now
or  hereafter  becoming liable for payment of  this  Subordinated
Note  shall ever be obligated or required to pay interest on this
Subordinated  Note at a rate in excess of the Maximum  Rate;  and
that  the  provisions of this paragraph shall  control  over  all
other   provisions  of  this  Subordinated  Note  and  any  other
instruments  now  or  hereafter executed in  connection  herewith
which  may be in apparent conflict herewith.  The holder of  this
Subordinated Note expressly disavows any intention to  charge  or
collect  excessive unearned interest or finance  charges  in  the
event demand is made prior to the maturity date hereof or if  the
maturity  of  this Subordinated Note is accelerated.   If  demand
shall be made, or if the maturity of this Subordinated Note shall
be  accelerated  for  any  reason or if  the  principal  of  this
Subordinated  Note is paid prior to maturity of this Subordinated
Note,  and  as  a  result thereof the interest received  for  the
actual  period  of  existence  of  the  loan  evidenced  by  this
Subordinated  Note exceeds the Maximum Rate, the holder  of  this
Subordinated Note shall, at its option, either refund  to  Issuer
the  payment  of such excess or credit the amount of such  excess
against  the  principal  balance of this Subordinated  Note  then
outstanding  and thereby shall render inapplicable  any  and  all
penalties  of any kind provided by applicable law as a result  of
such  excess  interest.  In the event that Holder  or  any  other
holder  of  this Subordinated Note shall contract for, charge  or
receive  any  amount or amounts and/or any other thing  of  value
which  is  determined to constitute interest which would increase
the  effective interest rate on this Subordinated Note to a  rate
in  excess  of the Maximum Rate, an amount equal to  interest  in
excess of the Maximum Rate shall, upon such determination, at the
option  of  the  holder  of  this Subordinated  Note,  be  either
immediately returned to Issuer or credited against the  principal
balance  of  this  Subordinated Note then outstanding,  in  which
event  any and all penalties of any kind under applicable  law  a
result  of such excess interest shall be inapplicable.   As  used
herein,  the  term  "Maximum Rate" means the maximum  nonusurious
rate  of interest per annum permitted by Texas law, including  to
the  extent  permitted by applicable law, any amendments  thereof
hereafter  or  any new law hereafter coming into  effect  to  the
extent  a  higher  Maximum  Rate is permitted  thereby.   To  the
extent,  if  any, that Chapter One ("Chapter One") of  Title  79,
Texas  Revised Civil Statutes, 1925, as amended, establishes  the
Maximum  Rate,  the  Maximum Rate shall be  the  "indicated  rate
ceiling" (as defined in Chapter One) in effect from time to time.
The  Maximum  Rate  shall be applied by taking into  account  all
amounts  characterized by applicable law as interest on the  debt
evidenced by this Subordinated Note, so that the aggregate of all
interest does not exceed the maximum nonusurious amount permitted
by applicable law.

          Issuer  waives  demand (unless upon occurrence  of  the
stated  maturity  date),  presentment  for  payment,  notice   of
dishonor,  protest and notice of protest, diligence in collecting
or  in bringing suit against any party to this Subordinated Note,
and the application of any bank balance or collateral security or
the  proceeds  therefrom  as payment  or  part  payment  on  this
obligation or as an offset to this Subordinated Note, and  agrees
to  all  extensions and partial payments, with or without notice,
before or after maturity (whether due to demand, a Maturing Event
or expiration of term).

          All  of  the  covenants,  stipulations,  promises,  and
agreements contained in this Subordinated Note by or on behalf of
Issuer shall bind its successors and assigns.

          THIS  SUBORDINATED NOTE, AND ITS VALIDITY,  ENFORCEMENT
AND INTERPRETATION, SHALL BE GOVERNED BY TEXAS LAW.

          Time  shall be of the essence in this Subordinated Note
with respect to all of Issuer's obligations hereunder.

          THIS  NOTICE  REPRESENTS  THE FINAL  AGREEMENT  BETWEEN
ISSUER  AND  HOLDER AND MAY NOT BE CONTRADICTED  BY  EVIDENCE  OF
PRIOR,  CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS  OF  ISSUER
AND  HOLDER.   THERE  ARE  NO UNWRITTEN ORAL  AGREEMENTS  BETWEEN
ISSUER AND HOLDER.

<PAGE>          
<PAGE>    
          
          
                             ENSERCH EXPLORATION, INC.

                             
                             
                             By:_______________________________
                             Joseph T. Leary
                             Vice PresidentFinance and Treasurer

<PAGE>