Exhibit 8(b)


          NORTON ROSE

          Kempson House, Camomile Street
          London EC3A 7AN

          Tel +44 (0) 171-283 6000


          5 July 1999



          TXU Eastern Funding Company
          Crown House
          51 Aldwych
          London
          England  WC2B 4AX

          TXU Eastern Holdings Limited
          Crown House
          51 Aldwych
          London
          England  WC2B 4AX


          Ladies and Gentlemen

          Reference is made to the proposed exchange (Exchange Offer) by
          TXU Eastern Funding Company, a private unlimited company
          incorporated under the laws of England and Wales (Issuer), and
          TXU Eastern Holdings Limited, a private limited company
          incorporated under the laws of England and Wales (Guarantor), of
          any and all of the Issuer's outstanding 6.15% Senior Notes due
          May 15, 2002 (Old 6.15% Notes) for an equal principal amount of
          the Issuer's 6.15% Exchange Senior Notes due May 15, 2002 (New
          6.15% Notes), and all of the Issuer's outstanding 6.45% Senior
          Notes due May 15, 2005 (Old 6.45% Notes) for an equal principal
          amount of the Issuer's 6.45% Exchange Senior Notes due May 15,
          2005 (New 6.45% Notes) and, all of the Issuer's outstanding 6.75%
          Senior Notes due May 15, 2009 (Old 6.75% Notes and, together with
          Old 6.15% Notes and the Old 6.45% Notes, the Old Notes) for an
          equal principal amount of the Issuer's 6.75% Exchange Senior
          Notes due May 15, 2009 (New 6.75% Notes and, together with the
          New 6.15% Notes and the New 6.45% Notes, the New Notes), all of
          such New Notes, when issued, to be guaranteed by the Guarantor,
          all as contemplated in the registration statement on Form S-4
          (Registration Statement) to be filed by the Issuer and the
          Guarantor, on or about the date hereof, with the Securities and
          Exchange Commission under the Securities Act of 1933, as amended.
          We have acted as English legal advisers to the Issuer and the
          Guarantor in connection with the Exchange Offer.


     


          TXU Eastern Funding Company                           Norton Rose
          5 July 1999



          Our opinion is based upon facts described in the Registration
          Statement and upon facts represented to us or determined by us as
          of the date hereof.  Our opinion is also based upon existing
          United Kingdom law, practice and judicial and administrative
          precedent, all of which are subject to change either
          prospectively or retroactively.

          Based upon the foregoing, it is our opinion that the summary of
          current law and practice in the United Kingdom relating to the
          taxation of the New Notes as set out under the heading "CERTAIN
          INCOME TAX CONSIDERATIONS" -- "UK Tax Considerations" is a summary
          of current United Kingdom tax consequences for those noteholders
          to whom that summary relates.

          We hereby consent to the use of our name in the Registration
          Statement and to the use of this opinion as an exhibit thereto.

          Yours faithfully

          /s/ Norton Rose

          Norton Rose