Filed pursuant to Rule 424(b)(5)
Registration No. 33-52525
Registration Nos. 333-43811 and 333-43811-01
PROSPECTUS SUPPLEMENT
---------------------
(To Prospectus dated January 23, 1998)
$125,000,000
ENSERCH CORPORATION
6 1/4% Series A Notes due January 1, 2003
_______________
Interest payable January 1 and July 1
_______________
The 6 1/4% Series A Notes due January 1, 2003 (Notes) will be
redeemable as a whole or in part at the option of the Company at
any time, at a redemption price equal to the greater of (i) 100%
of the principal amount thereof and (ii) the sum of the present
values of the remaining scheduled payments of principal and
interest thereon from the redemption date to the maturity date,
computed by discounting such payments, in each case, to the
redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as
defined herein) plus 10 basis points plus, in each case, accrued
interest on the principal amount thereof to the date of
redemption. See CERTAIN TERMS OF THE NOTES herein and
DESCRIPTION OF DEBT SECURITIES in the accompanying Prospectus.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_______________
==================================================================
Underwriting Proceeds
Price to Discounts and to
Public(1) Commissions(2) Company(3)
-------------------------------------------------------------------
Per Note . . . . . . . 99.777% .6% 99.177%
-------------------------------------------------------------------
Total . . . . . . . . . $124,721,250 $750,000 $123,971,250
===================================================================
____________________
(1) Plus accrued interest, if any, from the date of issuance.
(2) The Company has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
(3) Before deduction of expenses payable by the Company,
estimated at $141,250.
The Notes are offered by the several Underwriters, subject to
prior sale, when, as and if accepted by them and subject to
approval of certain legal matters by Winthrop, Stimson, Putnam &
Roberts, counsel for the Underwriters. The Underwriters reserve
the right to withdraw, cancel or modify such offer and to reject
orders in whole or in part. It is expected that delivery of the
Notes will be made on or about January 30, 1998 through the book-
entry facilities of The Depository Trust Company (DTC), against
payment therefor in immediately available funds.
_______________
MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
SALOMON SMITH BARNEY
_______________
The date of this Prospectus Supplement is January 27, 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE
PRICE OF THE NOTES. SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT
IN CONNECTION WITH THE OFFERING, AND MAY BID FOR AND PURCHASE,
THE NOTES IN THE OPEN MARKET. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING" HEREIN.
_______________
CERTAIN TERMS OF THE NOTES
The following information concerning the Notes supplements and
should be read in conjunction with the statements under
DESCRIPTION OF DEBT SECURITIES in the accompanying Prospectus.
General
The Notes will be issued as a new series of Debt Securities
under an Indenture (For Unsecured Debt Securities), dated as of
January 1, 1998 (Indenture), between the Company and The Bank of
New York as trustee (Trustee).
The Notes will be unsecured obligations ranking pari passu
with other outstanding unsecured indebtedness of the Company.
Under certain circumstances involving the creation by the
Company, or a subsidiary of the Company, of any mortgage, pledge
or other lien or encumbrance on any of its properties or assets,
certain outstanding unsecured indebtedness of the Company would
be entitled to the benefit of a security interest in such
property or assets. In no event are the Notes entitled to the
benefit of a security interest in such property or assets.
Maturity, Interest and Payment
The Notes will mature on January 1, 2003 and will bear interest
from the date of issuance, at the rate shown in their title,
payable semi-annually on January 1 and July 1, commencing July 1,
1998. Interest will be paid to the persons in whose names the
Notes are registered at the close of business on the 15th day of
the calendar month next preceding each semi-annual interest payment
date.
Redemption
The Notes will be redeemable as a whole at any time or in part,
from time to time, at the option of the Company, at a redemption
price equal to the sum of (a) the greater of (i) 100% of the
principal amount of such Notes and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest
thereon from the redemption date to the maturity date, computed by
discounting such payments, in each case, to the redemption date on
a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate, plus 10 basis points, plus (b)
accrued interest on the principal amount thereof to the date of
redemption.
"Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes to be
S-2
<PAGE>
redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining term of such Notes. "Independent Investment Banker"
means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third Business Day
preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for U.S. Government Securities" or (ii) if such
release (or any successor release) is not published or does not
contain such prices on such Business Day, the average of the
Reference Treasury Dealer Quotations actually obtained by the
Trustee for such redemption date. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding
such redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Lehman
Brothers Inc. and Salomon Brothers Inc and their respective
successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer.
Notice of any redemption will be mailed at least 30 days but
no more than 60 days before the redemption date to each holder of
Notes to be redeemed. If, at the time notice of redemption is
given, the redemption moneys are not held by the Trustee, the
redemption may be made subject to their receipt on or before the
date fixed for redemption and such notice shall be of no effect
unless such moneys are so received.
Upon payment of the redemption price, on and after the
redemption date interest will cease to accrue on the Notes or
portions thereof called for redemption.
Book-Entry Only - The Depository Trust Company.
DTC will act as securities depositary for the Notes. The
Notes will be issued only as fully-registered securities registered
in the name of Cede & Co. (DTC's nominee). One or more fully-
registered global Note certificates, representing the aggregate
principal amount of the Notes, will be issued and will be deposited
with DTC.
DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System,
a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants
(Participants) deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities
certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and
certain other organizations (Direct Participants). DTC is owned
by a number of its Direct Participants and by the New York Stock
Exchange, the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the DTC system
is also available to others, such as securities brokers and
dealers, banks and trust companies that clear transactions
through or maintain a direct or indirect custodial relationship
with a Direct Participant either directly or indirectly (Indirect
Participants). The rules applicable to DTC and its Direct
Participants and Indirect Participants (together, Participants)
are on file with the Securities and Exchange Commission.
S-3
<PAGE>
Purchases of Notes within the DTC system must be made by or
through Direct Participants, which will receive a credit for the
Notes on DTC's records. The ownership interest of each actual
purchaser of Notes (Beneficial Owner) is in turn to be recorded
on the Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial
Owners are expected to receive written confirmations providing
details of the transactions, as well as periodic statements of
their holdings, from the Participants through which the
Beneficial Owners purchased Notes. Transfers of ownership
interests in the Notes are to be accomplished by entries made on
the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing
their ownership interests in the Notes, except in the event that
use of the book-entry system for the Notes is discontinued.
To facilitate subsequent transfers, all the Notes deposited by
Direct Participants with DTC are registered in the name of DTC's
nominee, Cede & Co. The deposit of Notes with DTC and their
registration in the name of Cede & Co. effect no change in
beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Notes; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Notes
are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to
Direct Participants, by Direct Participants to Indirect
Participants and by Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or
regulatory requirements that may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than
all of the Notes are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. will itself consent or vote with
respect to Notes. Under its usual procedures, DTC would mail an
Omnibus Proxy to the Company as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co. consenting or voting
rights to those Direct Participants to whose accounts the Notes
are credited on the record date (identified in a listing attached
to the Omnibus Proxy).
Principal and interest payments on the Notes will be made to
DTC. DTC's practice is to credit Direct Participants' accounts
on the relevant payment date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe
that it will not receive payments on such payment date. Payments
by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with
securities held for the account of customers in bearer form or
registered in "street name," and such payments will be the
responsibility of such Participant and not of DTC or the Company,
subject to any statutory or regulatory requirements to the
contrary that may be in effect from time to time. Payment of
principal and interest to DTC is the responsibility of the
Company, disbursement of such payments to Direct Participants is
the responsibility of DTC, and disbursement of such payments to
the Beneficial Owners is the responsibility of Participants.
Except as provided herein, a Beneficial Owner will not be
entitled to receive physical delivery of Notes. Accordingly,
each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Notes.
DTC may discontinue providing its services as securities
depositary with respect to the Notes at any time by giving
reasonable notice to the Company. Under such circumstances, in
the event that a successor securities depositary is not obtained,
Note certificates are required to be printed and delivered.
Additionally, the Company may decide to discontinue use of the
system of book-entry transfers through DTC (or any successor
depositary) with respect to the Notes. In that event,
certificates for the Notes will be printed and delivered.
The information in this section concerning DTC and DTC's book-
entry system has been obtained from sources that the Company
believes to be reliable, but the Company does not take
responsibility for the accuracy thereof.
S-4
<PAGE>
THE COMPANY
The Company was incorporated under the laws of the State of
Texas in 1942 and has perpetual existence under the provisions of
the Texas Business Corporation Act. The Company, a wholly owned
subsidiary of Texas Utilities Company (Texas Utilities), is an
integrated company focused on natural gas. Its major business
operations are natural gas pipeline, processing, marketing and
distribution. Through these business operations, the Company is
engaged in owning and operating interconnected natural gas
transmission lines, underground storage reservoirs, compressor
stations and related properties in Texas; gathering and
processing natural gas to remove impurities and extract liquid
hydrocarbons for sale, and the wholesale and retail marketing of
natural gas in several areas of the United States, and owning and
operating approximately 550 local gas utility distribution
systems in Texas. The principal executive offices of the Company
are located at 1601 Bryan Street, Dallas, Texas 75201; the
telephone number is (214) 812-4600.
On August 5, 1997 (Merger Date), Texas Utilities became the
holding company for both the Company and Texas Energy Industries,
Inc. (TEI). Immediately prior to the transaction (Merger), the
Company's ownership interests in Enserch Exploration, Inc. and
Lone Star Energy Plant Operations, Inc. (together, the Unacquired
Business) were distributed to the holders of the Company's common
stock. Pursuant to the Merger, Lone Star Gas Company and Lone
Star Pipeline Company, the local distribution and pipeline
divisions of the Company, and other businesses, excluding the
Unacquired Businesses, were acquired by Texas Utilities.
TEI is a holding company formerly known as Texas Utilities
Company. The principal subsidiary of TEI is Texas Utilities
Electric Company (TU Electric), which is an electric utility
engaged in the generation, purchase, transmission, distribution
and sale of electric energy wholly within the State of Texas.
The other electric utility subsidiaries of TEI are Southwestern
Electric Service Company, which is engaged in the purchase,
transmission, distribution and sale of electric energy in ten
counties in the eastern and central parts of Texas with a
population estimated at 126,900, and Texas Utilities Australia
Pty. Ltd., owner of Eastern Energy Limited, which is engaged in
the purchase, distribution, marketing and sale of electric energy
to approximately 481,000 customers in the State of Victoria,
Australia. TEI also has three other subsidiaries which perform
specialized functions within the Texas Utilities system: Texas
Utilities Fuel Company owns a natural gas pipeline system,
acquires, stores and delivers fuel gas and provides other fuel
services at cost for the generation of electric energy by TU
Electric; Texas Utilities Mining Company owns, leases and
operates fuel production facilities for the surface mining and
recovery of lignite at cost for the generation of electric energy
by TU Electric; and Texas Utilities Services Inc. provides
financial, accounting, information technology, environmental
services, customer services, personnel, procurement and other
administrative services at cost. In addition, in November
1997, Texas Utilities acquired Lufkin-Conroe Communications Co.
(LCC). LCC offers long-distance, cellular, internet and other
services and provides local telephone services in Southeast
Texas.
As of December 31, 1997, the Company transferred its interests
in four of its subsidiaries to TEI (Reorganization). These
subsidiaries are Enserch Development Corporation, Lone Star Gas
International, Inc., National Pipeline Company and Enserch
International Services Inc. (Transferred Subsidiaries). As a
result of the Reorganization, the Company is no longer engaged in
foreign and domestic power and pipeline project development. The
Reorganization was effected in order to strengthen the Company's
financial position by relieving it of certain indebtedness as
well as its obligation to make capital expenditures in the
future. See SUMMARY OF HISTORICAL AND PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION OF THE COMPANY AND ITS SUBSIDIARIES.
S-5
<PAGE>
SUMMARY OF HISTORICAL AND PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION
OF THE COMPANY AND ITS SUBSIDIARIES
(THOUSANDS OF DOLLARS, EXCEPT RATIOS AND PERCENTAGES)
The following material, which is presented herein solely to
furnish limited introductory information, is qualified in its
entirety by, and should be considered in conjunction with, the
other information appearing in this Prospectus Supplement and the
accompanying Prospectus, including the Incorporated Documents.
In the opinion of the Company, all adjustments (constituting only
normal recurring accruals) necessary for a fair statement of the
results of operations for the nine months ended September 30,
1997, have been made.
ACTUAL
------------------------------------
TWELVE MONTHS ENDED
DECEMBER 31,
------------------------------------
1992 1993 1994
---- ---- ----
Income statement data:
Operating Revenues . $1,627,739 $1,878,902 $2,095,508
Net Income (Loss) . . $ (27,333) $ 59,381 $ 102,095
Ratio of Earnings to
Fixed Charges (b) . 1.00 0.91 1.09
ACTUAL
-----------------------
TWELVE MONTHS ENDED
DECEMBER 31,
------------------------
1995 1996
---- ----
Income statement data:
Operating Revenues . . . . . $1,931,240 $2,142,625
Net Income (Loss) . . . . . . $ 13,053 $ 19,042
Ratio of Earnings to
Fixed Charges (b) . . . . . 1.06 1.44
ADJUSTED(A)
-----------------------------
NINE MONTHS
ENDED
SEPTEMBER 30,
1996 1997
---- -------------
Income statement data:
Operating Revenues . . . . . $1,888,974 $1,554,808
Net Income (Loss) . . . . . . $ 1,395 $ (14,384)
Ratio of Earnings to
Fixed Charges (b) . . . . . 1.24 0.70
ADJUSTED(C)
--------------------
OUTSTANDING
AT
SEPTEMBER 30,
1997 AMOUNT PERCENT
------------- ------ -------
Capitalization (Unaudited):
Long-term Debt . . . . $ 674,590 $899,590 51.7%
Preferred Stock . . . . 175,000 75,000 4.3
564,533 764,533 44.0
Common Stock Equity . . . ---------- -------- ------
$1,414,123 $1,739,123 100.0%
Total Capitalization . ========== ========== ======
(a) Adjusted income statement data is derived from the
historical financial statements of the Company and gives
effect to the distribution of all of the shares of Enserch
Exploration, Inc. held by the Company to its shareholders
(Distribution), and assumes that the Distribution had
occurred at the beginning of the period presented. The
unaudited pro forma net income for the nine months ended
September 30, 1997 excludes $21,285,000 of direct merger
expenses incurred by the Company and contains only the
income from continuing operations. In the Company's opinion
the effect of the Reorganization on the statements of income
is immaterial and, as a result, no adjustments have been
made to reflect the Reorganization.
(b) See HISTORICAL AND PRO FORMA RATIOS OF EARNINGS TO FIXED
CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
DIVIDENDS in the accompanying Prospectus.
(c) To give effect to (1) the issuance of the Notes and
$125,000,000 aggregate principal amount of Remarketed Reset
Notes by the Company, (2) the redemption of $100,000,000 of
preferred stock on January 16, 1998, (3) the transfer by the
Company to TEI of the Transferred Subsidiaries which resulted
in a decrease of approximately $25,000,000 of long-term debt
and (4) the sale of shares of the Company's common stock to
Texas Utilities for an aggregate of $200,000,000. Adjusted
amounts do not reflect any possible future sales from time
to time by the Company of up to an additional $250,000,000
principal amount of its debt securities and/or preferred
trust securities of its subsidiary, Enserch Capital I, for
which registration statements are effective pursuant to Rule
415 under the Securities Act.
S-6
<PAGE>
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale
of the Notes are expected to be used for the redemption or
repurchase of certain of its outstanding debt and preferred
stock.
UNDERWRITING
Under the terms and subject to the conditions of the
Underwriting Agreement dated the date hereof, the Underwriters
named below have severally agreed to purchase, and the Company
has agreed to sell to them, severally, the respective principal
amount of the Notes set forth opposite their names below:
Principal
Underwriter Amount
----------- ---------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . $ 31,250,000
Goldman, Sachs & Co. . . . . . . . . $ 31,250,000
Lehman Brothers Inc. . . . . . . . . $ 31,250,000
Salomon Brothers Inc . . . . . . . . $ 31,250,000
------------
TOTAL . . . . . . . . . . . . . $125,000,000
============
The Underwriting Agreement provides that the obligations of
the several Underwriters to pay for and accept delivery of the
Notes are subject to the approval of certain legal matters by
their counsel and to certain other conditions. The Underwriters
are committed to take and pay for all of the Notes if any are
taken.
The Underwriters propose initially to offer part of the Notes
to the public at the public offering price set forth on the cover
page of this Prospectus and part to certain dealers at such price
less a concession not in excess of .35% of the principal amount
of the Notes. The Underwriters may allow and such dealers may
reallow a concession not in excess of .25% of the principal
amount of the Notes to certain other dealers. After the initial
offering of the Notes, the offering price and selling terms may
from time to time be varied by the Underwriters.
The Company has agreed to indemnify the Underwriters against
certain liabilities under the Securities Act.
The Company does not intend to apply for listing of the Notes
on a national securities exchange, and there is at present no
trading market for the Notes. The Company has been advised by the
Underwriters that they each presently intend to make a market in
the Notes as permitted by applicable laws and regulations. The
Underwriters are not obligated, however, to make a market in the
Notes and any such market-making may be discontinued at any time
by any Underwriter. Accordingly, no assurance can be given as to
the liquidity of, or trading market for, the Notes.
In order to facilitate the offering of the Notes, the
Underwriters may engage in transactions that stabilize, maintain
or otherwise affect the price of the Notes. Specifically, the
Underwriters may overallot in connection with the offering of the
Notes, creating a short position in the Notes for their own
accounts. In addition, to cover overallotments or to stabilize
the price of the Notes, the Underwriters may bid for, and
purchase, the Notes in the open market. Finally, in the offering
of the Notes, the Underwriters may reclaim selling concessions
allowed to a dealer for distributing the Notes in the offering if
the Underwriters repurchase previously distributed Notes in
transactions to cover syndicate short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Notes above independent
market levels. The Underwriters are not required to engage in
these activities and may end any of these activities at any time.
S-7
<PAGE>
=================================================================
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE OF SUCH INFORMATION. THIS PROSPECTUS SUPPLEMENT AND
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
DESCRIBED IN THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS OR AN
OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
_______________
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
Certain Terms of the Notes . . . . . . . . . . . . . . . . . S-2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Summary of Historical and Pro Forma
Consolidated Financial Information . . . . . . . . . . . . S-6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . S-7
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . S-7
PROSPECTUS
Incorporation of Certain Documents By Reference . . . . . . . 3
Available Information . . . . . . . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Trust . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 5
Historical and Pro Forma Ratios of
Earnings to Fixed Charges and Earnings to
Combined Fixed Charges and Preferred Dividends . . . . . . 5
Description of Debt Securities . . . . . . . . . . . . . . . 6
Description of the Preferred Trust Securities . . . . . . . . 14
Description of the Guarantee . . . . . . . . . . . . . . . . 21
Description of the Junior Subordinated Debentures . . . . . . 23
Certain United States Federal Income Tax Consequences
Relating to the Preferred Trust Securities . . . . . . . . 32
Experts and Legality . . . . . . . . . . . . . . . . . . . . 34
Plan of Distribution . . . . . . . . . . . . . . . . . . . . 35
=================================================================
=================================================================
$125,000,000
ENSERCH Corporation
6 1/4% SERIES A NOTES DUE 2003
_______________
PROSPECTUS SUPPLEMENT
_______________
MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
SALOMON SMITH BARNEY
JANUARY 27, 1998
=================================================================
