Exhibit 99(c)



                             TXU US Holdings Company
                       Certificate Pursuant to Section 906
                         of Sarbanes - Oxley Act of 2002
                              CERTIFICATION OF PFO


         The undersigned, H. Dan Farell, 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 March
         31, 2003 (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 15th day of May, 2003.





                                     /s/   H. Dan Farrell
                                     --------------------------------------
                                     Name: H. Dan Farell
                                     Title:Principal Financial Officer










    A signed original of this written statement required by Section 906 has been
    provided to TXU US Holdings Company and will be retained by TXU US Holdings
    Company and furnished to the Securities and Exchange Commission or its staff
    upon request.