<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Enserch Exploration, Inc.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
29356V 10 0
(CUSIP Number)
J. W. Pinkerton
Vice President and Controller
ENSERCH Corporation
300 S. St. Paul Street
Dallas, Texas 75201
(214) 651-8700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 5, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d1(b)(3) or (4), check the following box: _____
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 29356V 10 0 Page 2 of 7 Pages
Item 1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
ENSERCH Corporation
IRS Identification No. 75-0399066
Item 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
----- -----
Item 3. SEC USE ONLY
Item 4. SOURCE OF FUNDS*
00
Item 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 3(e)
-----
Item 6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
Item 7. SOLE VOTING POWER
-0-
Item 8. SHARED VOTING POWER
-0-
Item 9. SOLE DISPOSITIVE POWER
-0-
Item 10. SHARED DISPOSITIVE POWER
-0-
Item 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
Item 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
-----
Item 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
Item 14. TYPE OF REPORTING PERSON*
CO
*See Instructions Before Filling Out!
Include both sides of the cover page, responses to
Items 1-7 (including exhibits) of the Schedule, and the
signature attestation.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 29356V 10 0 Page 3 of 7 Pages
Item 1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
ENS Holdings Limited Partnership
IRS Identification No. 75-6469511
Item 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
----- -----
Item 3. SEC USE ONLY
Item 4. SOURCE OF FUNDS*
00
Item 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 3(e)
-----
Item 6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
Item 7. SOLE VOTING POWER
-0-
Item 8. SHARED VOTING POWER
-0-
Item 9. SOLE DISPOSITIVE POWER
-0-
Item 10. SHARED DISPOSITIVE POWER
-0-
Item 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
Item 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
-----
Item 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
Item 14. TYPE OF REPORTING PERSON*
CO
*See Instructions Before Filling Out!
Include both sides of the cover page, responses to
Items 1-7 (including exhibits) of the Schedule, and the
signature attestation.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 29356V 10 0 Page 4 of 7 Pages
Item 1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
Enserch Exploration Holdings, Inc.
IRS Identification No. 75-2015938
Item 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
----- -----
Item 3. SEC USE ONLY
Item 4. SOURCE OF FUNDS*
00
Item 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 3(e)
-----
Item 6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
Item 7. SOLE VOTING POWER
-0-
Item 8. SHARED VOTING POWER
-0-
Item 9. SOLE DISPOSITIVE POWER
-0-
Item 10. SHARED DISPOSITIVE POWER
-0-
Item 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
Item 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
-----
Item 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
Item 14. TYPE OF REPORTING PERSON*
CO
*See Instructions Before Filling Out!
Include both sides of the cover page, responses to
Items 1-7 (including exhibits) of the Schedule, and the
signature attestation.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 29356V 10 0 Page 5 of 7 Pages
SCHEDULE 13D - AMENDMENT NO. 1
The undersigned hereby amends the Schedule 13D filing on
December 30, 1994 (the "Schedule 13D") made jointly by (i)
ENSERCH Corporation, a Texas corporation ("EC"), (ii) ENS
Holdings Limited Partnership, a Texas limited partnership, as
trustee (the "Trustee") of the ENS Holdings Trust, a Texas trust
(the "Trust") of which EC was the beneficiary (ENS Holdings I,
Inc., a Texas corporation, was the general partner (the "Trustee
GP") of the Trustee and was a wholly owned subsidiary of EC, and
the sole limited partner of the Trustee was ENS Holdings II,
Inc., a Texas corporation which was a wholly owned subsidiary of
EC), and (iii) Enserch Exploration Holdings, Inc., a Delaware
corporation ("EEI") formerly named Enserch Exploration, Inc.
which was a wholly owned subsidiary of EC, pursuant to Rule
13d-2(a) of Regulation 13D-G of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "1934
Act"), with regard to the Common Stock of Enserch Exploration,
Inc. (the "Company") by supplementing Item 5 of the Schedule 13D
as set forth below (terms defined in the Schedule 13D are used
herein with the same meaning):
Item 5. Interest in Securities of the Issuer.
The merger ("Preliminary Merger") of the Company with and
into Lone Star Energy Plant Operations, Inc. ("LSEPO"), a wholly
owned subsidiary of EC, was consummated on August 5, 1997,
pursuant to the Agreement and Plan of Merger dated as of
September 10, 1996 among LSEPO, the Company and EC attached as an
exhibit to the Proxy Statement/Prospectus dated October 9, 1996
listed as an exhibit hereto. In the Preliminary Merger, LSEPO
changed its name to Enserch Exploration, Inc. ("New EEX"). Under
the Plan of Merger for the Preliminary Merger, (a) the
outstanding shares of Common Stock of the Company (including the
105,015,328 shares owned by
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 29356V 10 0 Page 6 of 7 Pages
EC) were converted into shares of Common Stock, par value $.01,
of New EEX ("New EEX Common Stock") on a one-for-one basis and
(b) the shares of LSEPO were converted into 691,631 shares of New
EEX Common Stock, all of which were issued to EC.
Immediately following the Preliminary Merger, EC distributed
to its shareholders of record at the close of business on
August 4, 1996, its entire ownership interest in New EEX, then
consisting of 105,706,959 shares of New EEX Common Stock. In the
distribution, each EC shareholder received 1.4995056 shares of
New EEX common stock for each one share of EC common stock held.
No fractional shares were issued and fractional share interests
are being paid in cash. As a result of and following the
distribution, EC no longer owns any shares of New EEX Common
Stock.
Prior to the Preliminary Merger, the Trust was terminated
and EEI was merged into EC, which resulted in EC at the time of
the Preliminary Merger being the record as well as the beneficial
owner of the shares of the Company previously reported as owned
by the Trustee and EEI.
Item 7. Material to be Filed as Exhibits.
1. Proxy Statement of the Company/Prospectus of LSEPO
dated October 2, 1996 (filed as part of LSEPO's registration
statement on Form S-4 (no. 333-13241) under the Securities Act of
1933 and incorporated herein by this reference).
2. Form 8-K Current Report of the Company dated August 6,
1997 (filed by the Company under the 1934 Act and incorporated
herein by this reference).
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 29356V 10 0 Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth
in this Schedule 13D Statement is true, complete and correct.
ENSERCH Corporation
Dated: August 20, 1997 By: /s/ J. W. Pinkerton
-------------------------
J. W. Pinkerton
Vice President
