Exhibit 99(c)


                             TXU US Holdings Company


                       Certificate Pursuant to Section 906
                         of Sarbanes - Oxley Act of 2002


     The undersigned,  Michael J. McNally, Principal Financial Officer of TXU US
Holdings Company (the "Company"), DOES HEREBY CERTIFY that:

   1. The  Company's  Quarterly  Report  on Form  10-Q for the  quarter  ended
      September  30, 2002 (the  "Report")  fully  complies  with the
      requirements  of section 13(a) or 15(d) of the Securities Exchange
      Act of 1934, as amended; and

   2. Information  contained in the Report fairly  presents,  in all material
      respects, the financial condition and results of operation of the Company.

     IN WITNESS  WHEREOF,  the  undersigned  has caused  this  instrument  to be
executed this 14th day of November, 2002.




                                           /s/     Michael J. McNally
                                           ------------------------------------
                                           Name:  Michael J. McNally
                                           Title: Principal Financial Officer