Exhibit 32(b)



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


         The undersigned, H. Dan Farell, Chief 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 period ended March
         31, 2004 (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 May, 2004.







                                            /s/ H. Dan Farell
                                       ----------------------------------------
                                       Name:    H. Dan Farell
                                       Title:   Chief 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.