Exhibit 4(b)(1)



                                 March 12, 1997



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:  Texas Utilities Company
     1996 Annual Report on Form 10-K
     -------------------------------

Gentlemen:

     Pursuant to the exemption afforded by Item 601(b)(4)(iii)(A) of Regulation
S-K, Texas Utilities Company (Company) is not filing as exhibits to its Annual
Report on Form 10-K for 1996 instruments with respect to its long-term debt of
the Company and/or its subsidiaries.  These instruments include (i) agreements
with respect to pollution control revenue bonds and (ii) agreements with respect
to senior notes.  Each item of long-term debt referenced above does not exceed
10% of the total assets of the Company and its subsidiaries on a consolidated
basis. Reference is made to Note 8 to Consolidated Financial Statements (Item 8
of the Company's Annual Report on Form 10-K for 1996).

     The Company agrees to furnish a copy of the above instruments to the
Securities and Exchange Commission upon request.

                                  Sincerely,


                             /s/ Peter B. Tinkham 
                       ---------------------------------
                               Peter B. Tinkham 
                       Treasurer and Assistant Secretary
                        and Principal Financial Officer


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