FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * WOLF ELLEN C   2. Issuer Name and Ticker or Trading Symbol InfraREIT, Inc. [HIFR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1807 ROSS AVENUE, 4TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/04/2015 (Street) DALLAS, TX 75201 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

LTIP Units (1)

(1)

02/04/2015

A

5,632

(1)

(1)

common stock (1)

5,632

(1)

5,632

D

LTIP Units (2)

(2)

02/04/2015

A

4,000

(2)

(2)

common stock (2)

4,000

(2)

4,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WOLF ELLEN C 1807 ROSS AVENUE, 4TH FLOOR DALLAS, TX 75201	X

Signatures

/s/ Benjamin D. Nelson as Attorney-In-Fact for Ellen C. Wolf		02/06/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As of the effective time (the "Effective Time") of the transactions contemplated by the Merger and Transaction Agreement, by and among InfraREIT, Inc., InfraREIT Partners LP and InfraREIT, L.L.C., InfraREIT, Inc. became the general partner of InfraREIT Partners, LP. As of the Effective Time, the reporting person held 5,632 LTIP Units of InfraREIT Partners, LP. Such LTIP Units were fully vested upon grant and do not expire. Pursuant to the Second Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP, these 5,632 LTIP Units will convert on a one-for-one basis to common units of InfraREIT Partners, LP on or around the 32nd day following the completion of InfraREIT Inc.'s initial public offering.
(2)	In connection with the closing of the initial public offering of InfraREIT, Inc., the reporting person was granted 4,000 LTIP Units of InfraREIT Partners, LP. The LTIP Units have a one year vesting period. The reporting person may elect to convert any vested LTIP Units on a one-for-one basis into common units of InfraREIT Partners, LP in accordance with their terms on and after the time that allocations of income and gains have been made in respect of such LTIP Units so as to cause the capital account balance per such LTIP Unit to equal the capital account balance per common unit. Common units are redeemable for cash or, at InfraREIT, Inc.'s election, shares of InfraREIT, Inc.'s common stock on a one-for-one basis, beginning the day before the first year anniversary of the closing of InfraREIT, Inc.'s initial public offering. The rights to convert vested LTIP Units into common units and redeem common units do not have expiration dates.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.