TXU AUSTRALIA HOLDINGS PARTNERSHIP L P S-1/A

AMENDMENT NO. 2 TO FORM S-1

EXHIBIT 4(E)

EXHIBIT 4(F)

EXHIBIT 4(G)

EXHIBIT 4(H)

EXHIBIT 4(I)

EXHIBIT 4(J)

EXHIBIT 4(K)

EXHIBIT 4(L)

EXHIBIT 4(M)

EXHIBIT 5(A)

EXHIBIT 5(B) & 8(A)

EXHIBIT 5(C)

EXHIBIT 10(D)

EXHIBIT 12

EXHIBIT 23(A)

FINANCIAL DATA SCHEDULE