ENERGY GROUP PLC /
SC 14D1/A, 1998-04-09
BITUMINOUS COAL & LIGNITE MINING
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                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                    SCHEDULE 14D-l

                      Tender Offer Statement Pursuant to Section
                   14(d)(1) of the Securities Exchange Act of 1934
                                  (Amendment No. 2)

                                 THE ENERGY GROUP PLC
                              (Name of Subject Company)

                                 TU ACQUISITIONS PLC
                               TEXAS UTILITIES COMPANY
                                      (Bidders)


                           Ordinary Shares of 10p each and
             American Depositary Shares, each representing Four Ordinary
                 Shares and evidenced by American Depositary Receipts
                            (Title of Class of Securities)


                                     292691 10 2
                        (CUSIP Number of Class of Securities)


                                Peter B. Tinkham, Esq.
                               Texas Utilities Company
                          Secretary and Assistant Treasurer
                                  1601 Bryan Street
                                 Dallas, Texas 75201
                                    (214) 812-4600
               (Name, Address and Telephone Number of Person Authorized
             to Receive Notices and Communications on behalf of Bidders)


                                       Copy to:

               Robert A. Wooldridge, Esq.         Robert J. Reger, Jr., Esq.
               Worsham, Forsythe                  Reid & Priest LLP
                 & Wooldridge, L.L.P.             40 West 57th Street
               1601 Bryan Street                  New York, New York 10019
               Dallas, Texas 75201                (212) 603-2000
               (214) 979-3000


     <PAGE>


                                        14D-1
     __________________________________________________________________________

     1.   Name of Reporting Person:
          TU Acquisitions PLC
     __________________________________________________________________________

     2.   Check the Appropriate Box if a Member of a Group              (a) [x]
                                                                        (b) [ ]
     __________________________________________________________________________

     3.   SEC Use Only

     __________________________________________________________________________

     4.   Sources of Funds
          BK
          AF
     __________________________________________________________________________

     5.   Check Box if Disclosure of Legal Proceedings 
          is Required Pursuant to Items 2(e) or 2(f)                        [ ]

     __________________________________________________________________________

     6.   Citizenship or Place of Organization
          England and Wales
     __________________________________________________________________________

     7.   Aggregate Amount Beneficially Owned by Each Reporting 
          Person - 114,400,000 ordinary shares
     __________________________________________________________________________

     8.   Check Box if the Aggregate Amount in Row (7) Excludes
          Certain Shares                                                    [ ]

     __________________________________________________________________________

     9.   Percent of Class Represented by Amount in Row (7)
          22.0%
     __________________________________________________________________________

     10.  Type of Reporting Person
          CO


     <PAGE>

                                        14D-1
     __________________________________________________________________________

     1.   Name of Reporting Person; I.R.S. Employer 
          Identification No.:
          Texas Utilities Company; 
          75-2669310
     __________________________________________________________________________
                                                                               
     2.   Check the Appropriate Box if a Member of a Group              (a) [x]
                                                                        (b) [ ]
     __________________________________________________________________________

     3.   SEC Use Only

     __________________________________________________________________________

     4.   Sources of Funds
          BK
     __________________________________________________________________________

     5.   Check Box if Disclosure of Legal Proceedings is 
          Required Pursuant to Items 2(e) or 2(f)                           [ ]

     __________________________________________________________________________

     6.   Citizenship or Place of Organization
          Texas
     __________________________________________________________________________

     7.   Aggregate Amount Beneficially Owned by Each Reporting 
          Person - 114,400,000 ordinary shares*
     __________________________________________________________________________

     8.   Check Box if the Aggregate Amount in Row (7) Excludes
          Certain Shares                                                    [ ]
     __________________________________________________________________________

     9.   Percent of Class Represented by Amount in Row (7)
          22.0%*
     __________________________________________________________________________

     10.  Type of Reporting Person
          HC
     

          *  Represents shares owned by TU Acquisitions PLC, an indirect wholly
     owned subsidiary of Texas Utilities Company


     <PAGE>


          Texas Utilities Company, a Texas corporation ("Texas Utilities"), and
     TU Acquisitions PLC, a public limited company incorporated in England and
     Wales and an indirect wholly owned subsidiary of Texas Utilities, hereby
     amend and supplement their Tender Offer Statement on Schedule 14D-1,
     originally filed on March 10, 1998, and as amended on March 17, 1998 (the
     "Statement"), with respect to the offer to purchase all of the outstanding
     (a) ordinary shares of 10p each ("Energy Group Shares") of The Energy Group
     PLC, a public limited company organized under the laws of England and Wales
     ("The Energy Group"), and (b) American Depositary Shares of The Energy
     Group each representing four Energy Group Shares and evidenced by American
     Depositary Receipts, as set forth in this Amendment No. 2.  Capitalized
     terms not defined herein have the meanings assigned thereto in the
     Statement.


     Item 10.  Additional Information.  
     -------   ----------------------

          (f).  On April 8, 1998, Texas Utilities issued a press release in the
     United States, a copy of which is filed as Exhibit (a)(15) and is
     incorporated herein by reference.  On April 8, 1998, Texas Utilities issued
     a press release in the United Kingdom, a copy of which is filed as Exhibit
     (a)(16) and is incorporated herein by reference.


     Item 11.  Material to be Filed as Exhibits.
     -------   --------------------------------

     Exhibit      Description
     -------      -----------

     (a)(14)   Letter to holders of Energy Group Securities dated March 27,
               1998.

     (a)(15)   Text of US press release of Texas Utilities dated April 8, 1998.

     (a)(16)   Text of UK press release of Texas Utilities dated April 8, 1998.


     <PAGE>


                                      SIGNATURES

          After due inquiry and to the best of its knowledge and belief, each of
     the undersigned certifies that the information set forth in this Statement
     is true, complete and correct.

     Dated:  April 8, 1998

     
                                        TU ACQUISITIONS PLC


                                        By:   /s/ Robert A. Wooldridge
                                            ----------------------------
                                            Name: Robert A. Wooldridge
                                            Title: Director


                                        TEXAS UTILITIES COMPANY


                                        By:   /s/ Robert S. Shapard
                                            ---------------------------
                                            Name: Robert S. Shapard
                                            Title: Treasurer and Assistant
                                                     Secretary


     <PAGE>


                                    EXHIBIT INDEX


     Exhibit                Description
     -------                -----------

     (a)(14)        Letter to holders of Energy Group Securities dated March
                    27, 1998.

     (a)(15)        Text of US press release of Texas Utilities dated April 8,
                    1998.

     (a)(16)        Text of UK press release of Texas Utilities dated April 8,
                    1998.





          THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

          WHEN CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED
          IMMEDIATELY  TO   SEEK  YOUR  OWN  FINANCIAL   ADVICE  FROM  YOUR
          STOCKBROKER,   BANK  MANAGER,  SOLICITOR,   ACCOUNTANT  OR  OTHER
          INDEPENDENT  FINANCIAL ADVISOR  AUTHORISED  UNDER  THE  FINANCIAL
          SERVICES ACT 1986.

          IF YOU HAVE SOLD  OR OTHERWISE TRANSFERRED ALL YOUR  ENERGY GROUP
          SECURITIES,  PLEASE  SEND  THIS   DOCUMENT,  TOGETHER  WITH   THE
          ACCOMPANYING DOCUMENTS (BUT NOT  THE FORM OF ACCEPTANCE IF  IT IS
          PERSONALISED),  AS   SOON  AS  POSSIBLE,  TO   THE  PURCHASER  OR
          TRANSFEREE, OR  TO THE STOCKBROKER,  BANK OR OTHER  AGENT THROUGH
          WHOM THE SALE OR TRANSFER WAS EFFECTED FOR ONWARD TRANSMISSION TO
          THE PURCHASER  OR TRANSFEREE. HOWEVER, SUCH  DOCUMENTS SHOULD NOT
          BE  FORWARDED OR  TRANSMITTED  IN OR  INTO  CANADA, AUSTRALIA  OR
          JAPAN.

          THIS DOCUMENT  SHOULD  BE  READ  IN CONJUNCTION  WITH  THE  OFFER
          DOCUMENT  DATED 10 MARCH  1998. THE DEFINITIONS  CONTAINED IN THE
          OFFER DOCUMENT ALSO APPLY IN THIS DOCUMENT SAVE WHERE THE CONTEXT
          OTHERWISE REQUIRES.



                                         LOGO



                            TEXAS UTILITIES' CASH OFFER IS
                                  20 PENCE PER SHARE
                                      MORE THAN
                                    PACIFICORP'S.

                             A LIMITED SHARE ALTERNATIVE
                                  IS ALSO AVAILABLE.



                         ACCEPT THE TEXAS UTILITIES OFFER NOW


          <PAGE>

                               TEXAS UTILITIES COMPANY
             ENERGY PLAZA . 1601 BRYAN STREET . DALLAS, TEXAS 75201-3411

                                                              27 March 1998

          To holders of Energy Group Securities and,  for information only,
          to participants in the Energy Group Share Schemes

          Dear Sir/Madam,

                           CASH OFFER FOR THE ENERGY GROUP

          You should by now have received the offer documentation posted on
          10 March relating to the Texas Utilities Offer.

          THE TEXAS UTILITIES  OFFER OF  840 PENCE PER  ENERGY GROUP  SHARE
          REPRESENTS  A  PREMIUM OF  20 PENCE  PER  SHARE TO  THE INCREASED
          PACIFICORP OFFER.

          Instead of  receiving  cash,  certain  holders  of  Energy  Group
          Securities who validly accept the Texas Utilities Offer may elect
          to receive Loan Notes, as described in paragraph 5  of the letter
          from Lehman Brothers and Merrill Lynch in the offer document.

          In addition, a share  alternative is being made  available. Under
          the  Share Alternative,  holders of  Energy Group  Securities who
          validly accept the Texas Utilities Offer may elect to receive New
          Texas Utilities Shares with a value equal to 865 pence per Energy
          Group  Share,  determined as,  and  subject  to the  limitations,
          referred to in paragraph 4 of the letter from Lehman Brothers and
          Merrill Lynch.

          Given the bulky nature of the offer document, I  thought it might
          be helpful to those of you who wish to accept the Texas Utilities
          Offer if I summarised the action you need to take to do so.

          TO ACCEPT THE TEXAS UTILITIES OFFER: 

          1.  Complete the Form of Acceptance or Letter of  Transmittal (as
          appropriate) in  accordance with paragraph 17 of  the letter from
          Lehman  Brothers  and Merrill  Lynch (see  page  26 of  the offer
          document).

          2.   Return  the  completed  Form  of  Acceptance  or  Letter  of
          Transmittal (along with any appropriate documents of title) using
          the appropriate enclosed reply-paid envelope as soon as possible.

          If you have already accepted PacifiCorp's offer, you will need to
          withdraw  your acceptance of that offer before you can accept the
          Texas Utilities Offer.

          TO WITHDRAW FROM PACIFICORP'S OFFER: 

          1.  Complete the (pink)  notice of withdrawal  in accordance with
          the instructions accompanying the notice.

          2. Return the completed notice  of withdrawal in the  appropriate
          enclosed reply-paid envelope provided as soon as possible.

          3. Once the appropriate documentation has been returned to you by
          PacifiCorp's UK  receiving agent  or  US depositary,  follow  the
          instructions above to accept the Texas Utilities Offer.

          An  additional  copy  of the  Form  of  Acceptance  or Letter  of
          Transmittal and (pink)  notice of withdrawal  (along with  reply-
          paid envelopes) are enclosed for your convenience.

          HELPLINES: 

          If you have  any questions on the Texas Utilities  Offer or would
          like  a copy of the  offer document, please  call the shareholder
          helplines on 0171-600 5005 (in the UK) or (800) 848-3416  (in the
          US).


          <PAGE>


          If  you have any questions  regarding the Acceptance Form, please
          call the UK Receiving Agent on 0117-937 0672 or the US Depositary
          on (888) 460-7637.

          Texas  Utilities' cash offer represents a premium of 20 pence per
          Energy Group Share  to the Increased PacifiCorp  Offer. A limited
          share alternative is also available.

          Texas Utilities' shareholding  in The Energy  Group, through  its
          wholly owned subsidiary TU Acquisitions, amounts to approximately
          21.96 per cent. of the issued share capital of The Energy Group.

          HOLDERS OF  ENERGY GROUP SECURITIES ARE STRONGLY  URGED TO ACCEPT
          THE TEXAS UTILITIES OFFER AS SOON AS  POSSIBLE AND, IN ANY EVENT,
          BY NO LATER THAN 10.00  PM (LONDON TIME), 5.00 PM (NEW  YORK CITY
          TIME) ON 7 APRIL 1998.

                                             Yours faithfully,

                                             /s/ ERLE NYE

                                             ERLE NYE
                                             Chairman and Chief Executive














          1. RESPONSIBILITY

          The Directors of  TU Acquisitions accept  responsibility for  the
          information contained in this document, and, to the best of their
          knowledge and belief (having taken all reasonable  care to ensure
          that  such  is  the  case),  the  information  contained  in this
          document  is in  accordance  with the  facts  and does  not  omit
          anything likely to affect the import of such information. 

          2. GENERAL

          (a)   Save  as disclosed herein and in the  announcement by Texas
                Utilities  dated 16  March 1998, as  at 23  March 1998 (the
                latest  practicable date prior  to the  publication of this
                document)  there  had   been  no  material  change  to  the
                information contained in the offer document. 

          (b)   Merrill Lynch, as broker to the Texas Utilities Offer,  has
                advised that, based  on market conditions  on 23 March 1998
                (the latest practicable date  prior to publication  of this
                document), in its opinion, if  the Loan Notes had then been
                in issue, the value of each L1  nominal of Loan Notes would
                have been approximately 98 pence. 


          <PAGE>


          (c)   Lehman  Brothers  and  Merrill  Lynch  have  given and  not
                withdrawn their  respective written consents  to the  issue
                of  this  document  with  the  references  to their  names,
                including, in the case of Merrill  Lynch, the reference  to
                its valuation  of the Loan Notes,  in the  form and context
                in which they appear.

          (d)   Shareholdings  and  dealings  in  relevant Texas  Utilities
                securities 

                As at the close  of business on 20  March 1998 (the  latest
                practicable date  prior to  publication  of this  document)
                Merrill  Lynch  and  its  affiliates  held  relevant  Texas
                Utilities securities as follows:

                                                  NUMBER OF SHARES OF
                         NAME                TEXAS UTILITIES COMMON STOCK
                         ----                ----------------------------
                  Merrill Lynch Asset
                   Management L.P.                    5,079,568

          (e)   Shareholdings  and   dealings  in  relevant  Energy   Group
                securities 

                (i)      As  at the  close  of business  on  4 March  1998,
                         Merrill Lynch  and  its affiliates  held  relevant
                         Energy Group securities as follows:

                                                  NUMBER OF      NUMBER OF
                                                  ENERGY         ENERGY
                         NAME                     GROUP SHARES   GROUP ADSs
                         ----                     ------------   ----------
                         Merrill Lynch
                          International
                          Nominees. . . . . . .    5,709,774             0
                         Merrill Lynch Asset
                           Management L.P.. . .    1,905,038             0
                         Hotchkis & Wiley L.P..      929,397       427,286

                         As  at the close of business on 20 March 1998 (the
                         latest  practicable date  prior to  publication of
                         this  document) Merrill  Lynch and  its affiliates
                         held relevant Energy Group securities as follows: 

                                                  NUMBER OF      NUMBER OF
                                                  ENERGY         ENERGY
                         NAME                     GROUP SHARES   GROUP ADSs
                         ----                     ------------   ----------
                         Merrill Lynch
                          International
                          Nominees. . . . . . .    5,906,676             0
                         Merrill Lynch Asset
                           Management L.P.. . .    2,053,665             0
                         Hotchkis & Wiley L.P..      929,397       425,386

                (ii)     Dealings   for  value  in  relevant  Energy  Group
                         securities  by Merrill  Lynch  and its  affiliates
                         deemed  to  be   acting  in  concert  with   Texas
                         Utilities for the  period from 5  March until  and
                         including 20 March 1998 were as follows:

                         Party: Hotchkis &  Wiley L.P. (sold  on behalf  of
                         funds managed)

                                                  NUMBER OF
                                                  ENERGY
                         DATE      TRANSACTION    GROUP ADSs     PRICE($)
                         ----      -----------    ----------     --------
                         11/03/98     Sale            375        $ 55.00
                         16/03/98     Sale            100        $ 55.875
                         17/03/98     Sale          1,400        $ 56.00

          (f)   As at the  close of business  on 20 March 1998  (the latest
                practicable date  prior  to publication  of this  document)
                Lehman  Brothers was  interested  in 492,420  Energy  Group
                Securities. These Energy  Group Securities are held as part
                of  Lehman  Brothers'  normal  trading  activity  to  hedge
                various    customer   driven   index   related   derivative
                contracts.  No  dealings  for  value  are  required  to  be
                disclosed by  Lehman Brothers  and its  affiliates for  the
                period from 5 March until and including 20 March 1998.

          (g)   As  at the close  of business on 20  March 1998 (the latest
                practicable  date prior  to publication  of this  document)
                Lehman Brothers was interested  in 136,812 shares  of Texas
                Utilities  Common  Stock. These  shares of  Texas Utilities
                Common Stock  are held as part  of Lehman Brothers'  normal
                trading activity  to  hedge various  customer driven  index
                related  derivative contracts.  No dealings  for value  are
                required  to  be  disclosed  by  Lehman  Brothers  and  its
                affiliates for the period from 5 March until  and including
                20 March 1998.

          (h)   Lehman Brothers and Merrill  Lynch, which are  regulated in
                the United Kingdom  by The Securities and Futures Authority
                Limited,   are   acting  for   Texas   Utilities   and   TU
                Acquisitions and  no one else  in connection with the Texas
                Utilities  Offer and  will  not  be responsible  to  anyone
                other  than  Texas  Utilities   and  TU  Acquisitions   for
                providing  the  protections  afforded  to their  respective
                customers or for providing advice in relation to the  Texas
                Utilities Offer  or any  other matter  referred to  herein.
                Lehman  Brothers  and  Merrill  Lynch  are  acting  through
                Lehman   Brothers   Inc.   and   Merrill   Lynch   &   Co.,
                respectively,  for  the   purposes  of  making  the   Texas
                Utilities Offer in the United States.

          (i)   The  Texas Utilities Offer  is not  being made  directly or
                indirectly, in or into Canada, Australia or Japan  and this
                document  is not being  mailed or  otherwise distributed or
                sent in or into Canada, Australia or Japan.

          (j)   The New  Texas Utilities Shares  to be  issued pursuant  to
                the Texas Utilities Offer have not  been, and will not  be,
                the subject  of a  prospectus under the securities  laws of
                any  province of  Canada and  will not be  registered under
                any relevant  securities laws of any country other than the
                federal  securities laws  of  the  United States.  The  New
                Texas  Utilities Shares  are  not  being offered,  sold  or
                delivered,  directly  or  indirectly,  in or  into  Canada,
                Australia or Japan.

          (k)   The  Loan  Notes  to  be   issued  pursuant  to  the  Texas
                Utilities Offer have  not been, and will not be  registered
                under the Securities Act  or under any  relevant securities
                laws of  any state or district  of the  United States, will
                not be the  subject of  a prospectus  under the  securities
                laws of any province of Canada  and will not be  registered
                under  any relevant securities  laws of  any other country.
                The Loan  Notes are  not being offered, sold  or delivered,
                directly  or indirectly,  in  or  into the  United  States,
                Canada, Australia or Japan.




     TEXAS UTILITIES COMPANY
     ENERGY PLAZA . 1601 BRYAN STREET . DALLAS, TEXAS 75201 . (214) 812-4600

                                                              NEWS RELEASE  
          -----------------------------------------------------------------

          NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
          IN OR INTO CANADA, AUSTRALIA OR JAPAN

                                                      FOR IMMEDIATE RELEASE
                                                      ---------------------

          TEXAS UTILITIES' LEVEL OF ACCEPTANCE AND EXTENSION OF OFFER FOR
          THE ENERGY GROUP

               DALLAS, TEXAS - April 8, 1998 - In accordance with the terms

          of the Texas Utilities Company (NYSE:TXU) Offer and as required

          by applicable law and the City Code, Texas Utilities announces

          that its cash offer for The Energy Group (NYSE/LSE:TEG) has been

          extended and will remain open until 10:00 p.m. (London time),

          5:00 p.m. (New York City time) on April 21, 1998.

               By 3:00 p.m. (London time), 10:00 a.m. (New York City time)

          on April 7, 1998, valid acceptances of the Texas Utilities Offer

          had been received, and not withdrawn, in respect of a total of

          11,908,706 Energy Group Shares and 3,562,115 Energy Group ADSs,

          representing, in aggregate, 26,157,166 Energy Group Shares or

          approximately 5.02% of The Energy Group's issued ordinary share

          capital (each Energy Group ADS represents four Energy Group

          Shares).  Of these, elections for the Share Alternative had been

          received in respect of 6,755,052 Energy Group Shares (including

          Energy Group Shares represented by Energy Group ADSs),

          representing approximately 1.30% of The Energy Group's issued

          ordinary share capital, and elections for the Loan Note

          Alternative had been received in respect of 4,688,694 Energy

          Group Shares, representing approximately 0.90% of the said

          capital.  None of these acceptances were received from persons

          acting in concert with Texas Utilities.

               Except for the 7,941,233 Energy Group Shares (including

          Energy Group Shares represented by Energy Group ADSs),

          representing approximately 1.52% of The Energy Group's issued

          ordinary share capital, held on January 23, 1998 (being the

          business day prior to the commencement of the offer period) by

          those persons deemed to be acting in concert with Texas

          Utilities, neither Texas Utilities nor any persons deemed to be

          acting in concert with Texas Utilities held any Energy Group

          Shares (or rights over such shares) immediately prior to the

          commencement of the offer period.

               During the offer period:

               1)   TU Acquisitions (a wholly owned subsidiary of Texas

                    Utilities) has acquired 114,400,000 Energy Group Shares

                    (representing approximately 21.96% of The Energy

                    Group's issued ordinary share capital); and

               2)   persons deemed to be acting in concert Texas Utilities

                    have acquired, in aggregate, 712,474 Energy Group

                    Shares (including Energy Group Shares represented by

                    Energy Group ADSs), representing approximately 0.14% of

                    The Energy Group's issued ordinary share capital, and

                    have disposed of, in aggregate, 864,124 Energy Group

                    Shares (including Energy Group Shares represented by

                    Energy Group ADSs), representing approximately 0.17% of

                    the said capital, none of such acquisitions and

                    disposals being connected with the Texas Utilities

                    Offer.

               Except as disclosed in this announcement neither Texas

          Utilities nor any persons deemed to be acting in concert with

          Texas Utilities have acquired or agreed to acquire any Energy

          Group Shares (or rights over such shares) during the offer

          period.

               Consequently, as of 3:00 p.m. (London time), 10:00 a.m. (New

          York City time) on April 7, 1998, TU Acquisitions owned, had

          rights over or had received valid acceptances in respect of, in

          aggregate, 140,557,166 Energy Group Shares (including Energy

          Group Shares represented by Energy Group ADSs), representing

          approximately 26.98% of The Energy Group's issued ordinary share

          capital.

               Texas Utilities Company is an investor-owned holding company

          for energy service companies engaged in domestic and

          international electric and natural gas utility services, energy

          marketing, telecommunications, and other energy-related services.



                                       - END -




          FOR ADDITIONAL INFORMATION
            CONTACT:                    DAVID ANDERSON        TIM HOGAN
                                        214/812-4641     OR   214/812-2756
                                        [email protected]      [email protected]

          GENERAL NEWS MEDIA CONTACT:   JIM LAWRENCE   214/812-4073
                                        JOAN HUNTER    214/812-4071


      


          TEXAS UTILITIES COMPANY
                                                              NEWS RELEASE
          -----------------------------------------------------------------

          NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
          IN OR INTO CANADA, AUSTRALIA OR JAPAN

                                                               8 April 1998

                               TEXAS UTILITIES COMPANY
                            -----------------------------
                                      OFFER FOR
                                 THE ENERGY GROUP PLC


                     Level of Acceptances and Extension of Offer


          In accordance with the terms of the Texas Utilities Offer, and as
          required  by applicable  law and  the City Code,  Texas Utilities
          announces  that  its cash  offer for  The  Energy Group  has been
          extended and will  remain open  until 10:00  p.m. (London  time),
          5:00 p.m. (New York City time) on 21 April 1998.

          By 3:00 p.m. (London time), 10:00 a.m. (New York City  time) on 7
          April 1998,  valid acceptances of  the Texas Utilities  Offer had
          been  received, and  not  withdrawn, in  respect  of a  total  of
          11,908,706 Energy  Group Shares and 3,562,115  Energy Group ADSs,
          representing,  in aggregate,  26,157,166 Energy  Group Shares  or
          approximately 5.02 per cent of The Energy Group's issued ordinary
          share capital (each Energy Group ADS represents four Energy Group
          Shares).   Of these, elections for the Share Alternative had been
          received in  respect of 6,755,052 Energy  Group Shares (including
          Energy   Group  Shares   represented  by   Energy   Group  ADSs),
          representing approximately  1.30 per cent, of  The Energy Group's
          issued  ordinary share capital,  and elections for  the Loan Note
          Alternative  had been  received  in respect  of 4,688,694  Energy
          Group  Shares, representing  approximately 0.90  per cent  of the
          said  capital.   None  of these  acceptances  were received  from
          persons acting in concert with Texas Utilities.

          Save  for the  7,941,233  Energy Group  Shares (including  Energy
          Group  Shares represented  by  Energy  Group ADSs),  representing
          approximately 1.52 per cent of The Energy Group's issued ordinary
          share  capital, held on 23  January 1998 (being  the business day
          prior to the commencement  of the offer period) by  those persons
          deemed to  be acting  in concert  with  Texas Utilities,  neither
          Texas  Utilities nor any persons  deemed to be  acting in concert
          with Texas Utilities held any Energy Group Shares (or rights over
          such  shares) immediately prior to the  commencement of the offer
          period.

          During the offer period:
          (i)  TU  Acquisitions   (a  wholly  owned  subsidiary   of  Texas
               Utilities)  has  acquired  114,400,000 Energy  Group  Shares
               (representing  approximately 21.96  per cent  of The  Energy
               Group's issued ordinary share capital); and
          (ii) persons deemed to be acting in concert with  Texas Utilities
               have  acquired, in  aggregate, 712,474  Energy  Group Shares
               (including  Energy Group Shares  represented by Energy Group
               ADSs),  representing  approximately  0.14 per  cent  of  The
               Energy  Group's  issued  ordinary  share  capital,  and have
               disposed  of,  in  aggregate, 864,124  Energy  Group  Shares
               (including Energy Group  Shares represented by  Energy Group
               ADSs), representing approximately 0.17  per cent of the said
               capital,  none of  such  acquisitions  and  disposals  being
               connected with the Texas Utilities Offer.

          Save as  disclosed in  this announcement neither  Texas Utilities
          nor  any  persons  deemed to  be  acting  in  concert with  Texas
          Utilities  have acquired or  agreed to  acquire any  Energy Group
          Shares (or rights over such shares) during the offer period.

          Consequently, as of 3:00 p.m. (London time), 10:00 a.m. (New York
          City time) on  7 April  1998, TU Acquisitions  owned, had  rights
          over  or  had  received  valid  acceptances  in  respect  of,  in
          aggregate,  140,557,166  Energy  Group  Shares  (including Energy
          Group  Shares  represented by  Energy  Group ADSs),  representing
          approximately  26.98  per  cent  of  The  Energy  Group's  issued
          ordinary share capital.

          Enquiries:

          TEXAS UTILITIES COMPANY
          David Anderson (Investors)            Telephone: +1-214-812 4641  
          Joan Hunter (Press)                   Telephone: +1-214-812 4071  

          LEHMAN BROTHERS INTERNATIONAL         Telephone: +44-171-601 0011
          Richard Collier
          Anthony Fobel

          MERRILL LYNCH INTERNATIONAL           Telephone: +44-171-628 1000
          Justin Dowley
          Lewis Lee
          Martin Falkner

          MERRILL LYNCH CORPORATE BROKING       Telephone: +44-171-772 1000
          Mike Gibson
          Stephen Robinson

          FINANCIAL DYNAMICS                    Telephone: +44-171-831 3113
          Nick Miles
          Andrew Dowler

          The definitions set out in the offer document dated 10 March 1998
          apply in this  announcement.   The Texas Utilities  Offer is  not
          being made, directly or indirectly, in or  into Canada, Australia
          or  Japan.   Accordingly,  copies  of this  announcement  are not
          being, and must not  be, mailed or otherwise distributed  or sent
          in or into Canada, Australia or Japan.

          The Directors  of TU  Acquisitions accept responsibility  for the
          information contained in  this announcement, and, to the  best of
          their  knowledge and belief (having  taken all reasonable care to
          ensure  that such is the case), the information contained in this
          announcement  is in accordance with  the facts and  does not omit
          anything likely to affect the import of such information.

          Lehman Brothers  and Merrill  Lynch, which  are regulated  in the
          United Kingdom  by The Securities and  Futures Authority Limited,
          are acting for  Texas Utilities  and TU Acquisitions  and no  one
          else in connection with the Texas Utilities Offer and will not be
          responsible  to   anyone  other  than  Texas   Utilities  and  TU
          Acquisitions  for providing  the  protections  afforded to  their
          respective customers or for providing  advice in relation to  the
          Texas  Utilities Offer  or any other  matter referred  to herein.
          Lehman  Brothers  and Merrill  Lynch  are  acting through  Lehman
          Brothers  Inc. and  Merrill Lynch  & Co.,  respectively, for  the
          purposes  of  making  the Texas  Utilities  Offer  in the  United
          States.


          END



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