<PAGE> 1
EXHIBIT A-2
[LOGO OF SEAL OF
TEXAS]
[RAILROAD COMMISSION OF TEXAS LETTERHEAD]
GAS SERVICES DIVISION
February 4, 1998
Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Dear Mr. Katz,
The Company ("Texas Utilities") has advised the Railroad Commission of
Texas ("Commission") that a subsidiary of Texas Utilities is considering
acquisition of The Energy Group PLC, a foreign utility company operating in
England and Wales. In connection with such activities, Texas Utilities has
requested that the Commission provide you with the certification contemplated in
Section 33(a)(2) of the Public Utility Holding Company Act of 1935 (15 U.S.C. 79
et seq.).
As the State Commission having jurisdiction over the wholesale and
retail gas rates of Texas Utilities and its subsidiaries, the Commission hereby
certifies that it:
i.) has the authority and resources to protect the
ratepayers of Texas Utilities and its subsidiaries
subject to Commission jurisdiction, and
ii.) intends to exercise such authority.
This certification is intended to be applicable with respect to the
above described transaction and such other foreign utility company ventures in
which Texas Utilities or its subsidiaries may seek to obtain an ownership
interest, but is conditioned on and subject to being revised or withdrawn as to
any future acquisitions. Texas Utilities has represented that it will timely
inform this Commission of any efforts by it or its subsidiaries to seek
ownership interest in other foreign utility companies.
Sincerely,
/s/ R.L. Kitchens
-------------------------------
Ronald L. Kitchens
Director, Gas Services Division
On behalf of the Railroad Commission of Texas
cc: Office of Public Utility Regulation
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
