TEXAS UTILITIES ELECTRIC CO
SC 13E4/A, 1995-12-19
ELECTRIC SERVICES
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                                    Schedule 13E-4
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                            ISSUER TENDER OFFER STATEMENT
           (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF
                                        1934)
                                  (AMENDMENT NO. 1)


                           TEXAS UTILITIES ELECTRIC COMPANY
                                   (Name of Issuer)

                           TEXAS UTILITIES ELECTRIC COMPANY
                         (Name of Person(s) Filing Statement)

               DEPOSITARY SHARES, EACH REPRESENTING 1/4th OF A SHARE OF
                 $8.20 CUMULATIVE PREFERRED STOCK, WITHOUT PAR VALUE,
                       (LIQUIDATION PREFERENCE $100 PER SHARE)

               DEPOSITARY SHARES, EACH REPRESENTING 1/4th OF A SHARE OF
                 $7.50 CUMULATIVE PREFERRED STOCK, WITHOUT PAR VALUE,
                       (LIQUIDATION PREFERENCE $100 PER SHARE)

               DEPOSITARY SHARES, EACH REPRESENTING 1/4th OF A SHARE OF
                 $7.22 CUMULATIVE PREFERRED STOCK, WITHOUT PAR VALUE,
                       (LIQUIDATION PREFERENCE $100 PER SHARE)
                           (Title of Classes of Securities)

                                      882850 480
                                      882850 449
                                      882850 415
                       (CUSIP Numbers of Classes of Securities)


          ROBERT A. WOOLDRIDGE,    PETER B. TINKHAM   ROBERT J. REGER, JR.,
                   ESQ.            Texas Utilities             ESQ.
           Worsham, Forsythe &     Electric Company     Reid & Priest LLP
            Wooldridge, L.L.P.        Secretary        40 West 57th Street
            1601 Bryan Street     1601 Bryan Street     New York, New York
           Dallas, Texas 75201   Dallas, Texas 75201          10019
              (214) 979-3000        (214) 812-4600        (212) 603-2000

             (Name, Address and Telephone Number of Person Authorized to
                                 Receive Notices and
             Communications on Behalf of the Person(s) Filing Statement)

          <PAGE>

                                   November 8, 1995
            (Date Tender Offer First Published, Sent or Given to Security
                                       Holders)


                              Calculation of Filing Fee
                       ---------------------------------------
                         Transaction              Amount of
                         Valuation                Filing Fee
                         $498,663,300             $99,733
                       ---------------------------------------

          [X]  Check box if any part of the fee is offset as provided by 
               Rule 0-11(a)(2) and identify the filing with which the
               offsetting fee was previously paid.  Identify the previous
               filing by registration statement number, or the Form or
               Schedule and the date of its filing.

          Amount Previously Paid:  $164,412.37
          Form or Registration No.:  Registration Statement No. 33-63031
          and 33-63031-01, and 33-63033 and 33-63033-01 on Form S-4
          Filing Parties:  Texas Utilities Electric Company, TU Electric
          Capital I and TU Electric Capital II
          Date Filed:  September 28, 1995

          <PAGE>

          ITEM 8.  ADDITIONAL INFORMATION.

          The Exchange Offer expired on December 6, 1995.  The results of
          the Exchange Offer were as follows:  (i) 1,651,658 Depositary 
          Shares, each representing 1/4th of a share of $8.20 
          Cumulative Preferred Stock, without par value (liquidation 
          preference $100 per share) were tendered for cash and 1,990,063 
          of such Depositary Shares for 9.00% Trust Originated Preferred 
          Securities; (ii) 2,653,949 Depositary Shares, each representing
          1/4th of a share of $7.50 Cumulative Preferred Stock, without 
          par value (liquidation preference $100 per share) were tendered 
          for cash and 3,434.071 of such Depositary Shares for 8.25%
          Trust Originated Preferred Securities plus a cash component; and
          (iii) 2,942,568 Depositary Shares, each representing 1/4th of a
          share of $7.22 Cumulative Preferred Stock, without par value
          (liquidation preference $100 per share) were tendered for cash
          and 2,432,452 of such Depositary Shares for 8.25% Trust Originated 
          Preferred Securities plus a cash component.


          <PAGE>

                                      SIGNATURE

              After due inquiry and to the best of my knowledge and belief,
          I certify that the information set forth in this statement is
          true, complete and correct.


          Dated:  December 19, 1995        Texas Utilities Electric Company


                                           By:  /s/ Robert J. Reger, Jr.
                                                ----------------------------
                                                Robert J. Reger, Jr.
                                                Attorney-in-Fact

                 



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