Exhibit 23(b)



                       CONSENT OF COUNSEL TO THE COMPANY


     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, 1996, under Part I, Item 1--Business--
Regulation and Rules and Environmental Matters, in Texas Utilities Company's
Registration Statements on Form S-3 (Nos. 33-83976 and 33-69554).

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



                                    By:      /s/ Neil D. Anderson
                                           -----------------------
                                                        A Partner



March 12, 1997
Dallas, Texas