EXHIBIT 4.20

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  Certificate Number                          Number of Preferred Securities

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           R-1

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                                                       CUSIP NO.

                  Certificate Evidencing Preferred Securities

                                       of

                             ENSERCH CAPITAL L.L.C.

          __% Cumulative Monthly Income Preferred Securities, Series A
              (liquidation preference $25 per Preferred Security)


     ENSERCH Capital L.L.C., a limited life limited liability company formed
under the laws of the State of Delaware (the "Company"), hereby certifies that
Cede & Co. (the "Holder") is the registered owner of _________ (_________) fully
paid Preferred Securities of the Company designated the __% Cumulative Monthly
Income Preferred Securities, Series A (liquidation preference $25 per Preferred
Security) (the "Series A Preferred Securities") representing preferred limited
liability interest in the Company transferable on the books and records of the
Company, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer.  The powers,
preferences and special rights and limitations of the Series A Preferred
Securities are set forth in, and this Certificate and the Series A Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Limited Liability Company
Agreement of the Company as the same may, from time to time, be amended (the
"Limited Liability Company Agreement") authorizing the issuance of the Series A
Preferred Securities and determining the preferred, deferred and other special
rights and restrictions, regarding dividends, voting, return of capital and
otherwise, and other matters relating to the Series A Preferred Securities.  The
Company will furnish a copy of the Limited Liability Company Agreement to the
Holder without charge upon written request to the Company at its principal place
of business or registered office.  Capitalized terms used herein but not defined
shall have the meaning given them in the Limited Liability Company Agreement.
The Holder is entitled to the benefits of the two Payment Guarantee Agreements
of ENSERCH Corporation, each dated as of April __, 1994 relating to the
Preferred Securities (the "Guarantees") and to the Company Loan to the extent
provided therein and is entitled to enforce the rights of the Company under the
two Loan Agreements between the Company and Enserch Preferred, each dated as of
April __, 1994 (the "Company Loan Agreements"), in each case to the extent
provided therein and in the Limited Liability Company Agreement.  The Company
will furnish a copy of such Guarantees and Company Loan Agreements to the Holder
without charge upon written request to the Company at its principal place of
business or registered office.

     The Holder, by accepting this Certificate, is deemed to have (i) agreed
that the Loans are subordinate and junior in right of payment to all Senior
Indebtedness as and to the extent provided in the Loan Agreement and (ii) agreed
that the Guarantees are subordinate and junior in right of payment to all
liabilities of ENSERCH Corporation and pari passu (as such term is defined in
the Guarantees) with the most senior preferred or preference stock now or
hereafter issued by ENSERCH Corporation and with any guarantee now or hereafter
entered into by ENSERCH Corporation in respect of any preferred or preference
stock of any affiliate of ENSERCH Corporation, as and to the extent provided in
the Guarantees.  Upon receipt of this Certificate, the Holder is admitted to the
Company as a Class C Member, is bound by the Limited Liability Company Agreement
and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, the Company has executed this certificate this ___ day
of ________, 199_.

                                     ENSERCH CAPITAL L.L.C.

                                     By: ENSERCH Corporation, its Class A Member

                                     By:
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                                              Vice President, Finance
                                                  and Treasurer