Exhibit 23(b)


CONSENT OF COUNSEL TO TU ELECTRIC

     We hereby consent to the incorporation by reference of the statements
made as to matters of law and legal conclusions contained in this Annual
Report on Form 10-K of Texas Utilities Company and Texas Utilities Electric
Company for the fiscal year ended December 31, 1998, under Part I, Item
1--Business--US Electric Segment--Regulation and Rates and --US Gas
Segment--Regulation and Rates and Environmental Matters--US Segments, in
Texas  Utilities  Electric  Company's  Registration Statements on Form S-3
(Nos. 333-42985 and 33-69554).



                              WORSHAM, FORSYTHE
                                   & WOOLDRIDGE, L.L.P.


                              By:       \s\ Timothy A. Mack
                                             A Partner



March 22, 1999
Dallas, Texas