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

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(Print or Type Responses)

1. Name and Address of Reporting Person * Nelson Benjamin D.   2. Issuer Name and Ticker or Trading Symbol InfraREIT, Inc. [HIFR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP & General Counsel (Last) (First) (Middle) 1807 ROSS AVENUE, 4TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 03/09/2015 (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 common stock, $0.01 par value per share 03/09/2015   C   851 A (1) 851 D   common stock, $0.01 par value per share 03/09/2015   C   418 A (2) 1,269 D

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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
Class A common stock, $0.01 par value per share	(3)	03/09/2015		J			78	(3)	(3)	Common Stock	78	(3)	851	D
Class A common stock, $0.01 par value per share	(1)	03/09/2015		C			851	(1)	(1)	Common Stock	851	(1)	0	D
Class C common stock, $0.01 par value per share	(4)	03/09/2015		J			52	(4)	(4)	Common Stock	52	(4)	418	D
Class C common stock, $0.01 par value per share	(2)	03/09/2015		C			418	(2)	(2)	Common Stock	418	(2)	0	D
common units	(5)	03/09/2015		J		34,215		(5)	(5)	Common Stock	34,215	(5)	34,215	I (6)	By Electricity Participant Partnership, LLC (6)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Nelson Benjamin D. 1807 ROSS AVENUE, 4TH FLOOR DALLAS, TX 75201			SVP & General Counsel

Signatures

/s/ Gregory S. Imhoff as Attorney-In-Fact for Benjamin D. Nelson		03/10/2015
**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)	Pursuant to the amended and restated charter of InfraREIT, Inc., 851 shares of Class A common stock of InfraREIT, Inc. ("Class A Common Stock") held by the reporting person automatically converted on a one-for-one basis to shares of common stock of InfraREIT, Inc.
(2)	Pursuant to the amended and restated charter of InfraREIT, Inc., 418 shares of Class C common stock of InfraREIT, Inc. ("Class C Common Stock") held by the reporting person automatically converted on a one-for-one basis to shares of common stock of InfraREIT, Inc.
(3)	Pursuant to the amended and restated charter of InfraREIT, Inc., 78 shares of Class A Common Stock held by the reporting person were cancelled for no consideration.
(4)	Pursuant to the amended and restated charter of InfraREIT, Inc., 52 shares of Class C Common Stock held by the reporting person were cancelled for no consideration.
(5)	Represents common units of InfraREIT Partners, LP. Pursuant to the Third Amended and Restated Agreement of Limited Partners of InfraREIT Partners, LP, 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 right to redeem common units does not have an expiration date.
(6)	The 34,215 common units beneficially owned by the reporting person are held by Electricity Participant Partnership, LLC ("EPP"), a subsidiary of Hunt Consolidated, Inc. ("Hunt"), and allocated to the reporting person pursuant to the provisions of EPP's limited liability company agreement. The reporting person is not the record owner of the common units, but holds all pecuniary interests in such common units, shares voting and investment control of such common units, is entitled to receive any distributions in respect of such common units, and is entitled, in some cases, to become the record owner of such common units on July 1, 2017 or on or around January 15, 2020, as applicable (or sooner, at the discretion of Hunt). EPP disclaims beneficial ownership of these securities.

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