HOUSTON INDUSTRIES INC, S-8, 1994-12-14

HOUSTON INDUSTRIES INC
S-8, 1994-12-14
ELECTRIC SERVICES

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<PAGE> 1

As filed with the Securities and Exchange Commission on December 14, 1994
Registration No. 33-___________
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

---------------

HOUSTON INDUSTRIES INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)

TEXAS 74-1885573
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

5 POST OAK PARK 77027
4400 POST OAK PARKWAY (Zip Code)
HOUSTON, TEXAS
(Address of Principal Executive Offices)

---------------

HOUSTON INDUSTRIES ENERGY, INC.
LONG-TERM PROJECT INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)

---------------

WILLIAM A. CROPPER
VICE PRESIDENT AND TREASURER
HOUSTON INDUSTRIES INCORPORATED
5 POST OAK PARK
4400 POST OAK PARKWAY
HOUSTON, TEXAS 77027
(Name and Address of Agent for Service)

(713) 629-3000
(Telephone Number, including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================
Proposed
Title of Amount Proposed Maximum Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share (2) Offering Fee (3)
Price (2)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without
par value (1) . . . . 250,000 $34.50 $8,625,000 $2,974.16
=================================================================================================================
</TABLE>

(1) Includes preference stock purchase rights of one Right per share
associated with the Common Stock.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the
high and low sales prices reported on the New York Stock Exchange
Composite Tape on December 8, 1994.
(3) As no separate consideration is payable for the Rights, the
registration fee for such securities is included in the fee for the
Common Stock.

================================================================================
<PAGE> 2
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

NOTE: THE DOCUMENT(S) CONTAINING THE EMPLOYEE BENEFIT PLAN
INFORMATION REQUIRED BY ITEM 1 OF FORM S-8 AND THE STATEMENT OF AVAILABILITY OF
REGISTRANT INFORMATION AND ANY OTHER INFORMATION REQUIRED BY ITEM 2 OF FORM S-8
WILL BE SENT OR GIVEN TO EMPLOYEES AS SPECIFIED BY RULE 428 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). IN ACCORDANCE WITH
RULE 428 AND THE REQUIREMENTS OF PART I OF FORM S-8, SUCH DOCUMENTS ARE NOT
BEING FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
EITHER AS PART OF THIS REGISTRATION STATEMENT OR AS PROSPECTUSES OR PROSPECTUS
SUPPLEMENTS PURSUANT TO RULE 424 UNDER THE SECURITIES ACT. THE REGISTRANT
SHALL MAINTAIN A FILE OF SUCH DOCUMENTS IN ACCORDANCE WITH THE PROVISIONS OF
RULE 428. UPON REQUEST, THE REGISTRANT SHALL FURNISH TO THE COMMISSION OR ITS
STAFF A COPY OR COPIES OF ALL OF THE DOCUMENTS INCLUDED IN SUCH FILE.

<PAGE> 3
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

This registration statement incorporates herein by reference the
following documents which have been filed (File No. 1-7629) with the Commission
by Houston Industries Incorporated (the "Company") pursuant to the Securities
Exchange Act of 1934, as amended ("Exchange Act"):

1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1993;

2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and September 30, 1994;

3. The Company's Current Report on Form 8-K dated
February 22, 1994; and

4. The descriptions of each of (a) the Common Stock,
which is contained in the Company's Registration Statement on Form 8-A
dated January 14, 1977, as amended by Form 8 dated July 14, 1986, and
(b) the Company's Rights to Purchase Preference Stock, which is
contained in the Company's Registration Statement on Form 8-A dated
July 16, 1990.

All documents filed with the Commission by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities offered hereby
have been sold, or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing such documents.

Any statement contained herein or incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 2.02.A.(16) and Article 2.02-1 of the Texas Business
Corporation Act and Article V of the Company's Amended and Restated Bylaws
provide the Company with broad powers and authority to indemnify its directors
and officers and to purchase and maintain insurance for such purposes.
Pursuant to such statutory and Bylaw provisions, the Company has purchased
insurance against certain costs of indemnification that may be incurred by it
and by its officers and directors.

II-1
<PAGE> 4
Additionally, Article IX of the Company's Restated Articles of
Incorporation provides that a director of the Company is not liable to the
Company or its shareholders for monetary damages for any act or omission in the
director's capacity as director, except that Article IX does not eliminate or
limit the liability of a director for (i) breaches of his duty of loyalty to
the Company and its shareholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law, (iii)
transactions from which a director receives an improper benefit, irrespective
of whether the benefit resulted from an action taken within the scope of the
director's office, (iv) acts or omissions for which liability is specifically
provided for by statute and (v) acts relating to unlawful stock repurchases or
payments of dividends.

Article IX also provides that any subsequent amendments to Texas
statutes that further limit the liability of directors will inure to the
benefit of the directors, without any further action by shareholders. Any
repeal or modification of Article IX shall not adversely affect any right of
protection of a director of the Company existing at the time of the repeal or
modification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8. EXHIBITS

The following documents are filed as a part of this registration
statement or incorporated by reference herein:

<TABLE>
<CAPTION>
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Description Statement Number Reference
- ------ ----------- --------- ------ ---------
<S> <C> <C> <C> <C>
4.1* Restated Articles of Incorporation of Form 10-Q for the 1-7629 3
the Company. quarter ended June
30, 1993

4.2* Amended and Restated Bylaws of the Form 8-K dated June 1-7629 3
Company. 29, 1992

4.3* Rights Agreement dated July 11, 1990 Form 8-K dated July 1-7629 4(a)(1)
between the Company and Texas Commerce 11, 1990
Bank National Association, as Rights
Agent (Rights Agent), which includes
form of Statement of Resolution
Establishing Series of Shares
designated Series A Preference Stock
and form of Rights Certificate.

4.4* Agreement and Appointment of Agent Form 8-K dated July 1-7629 4(a)(2)
dated as of July 11, 1990 between the 11, 1990
Company and the Rights Agent.

</TABLE>

II-2
<PAGE> 5
<TABLE>
<S> <C>
4.5 Houston Industries Energy, Inc.
Long-Term Project Incentive
Compensation Plan.

5 Opinion of Baker & Botts, L.L.P.

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Baker & Botts, L.L.P.
(included in Exhibit 5).

24 Powers of Attorney.
</TABLE>

______________________

* Incorporated herein by reference as indicated.

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in the registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

II-3
<PAGE> 6
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

II-4
<PAGE> 7
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement or Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on December 14, 1994.

HOUSTON INDUSTRIES INCORPORATED

By /s/ Don D. Jordan
(Don D. Jordan, Chairman and
Chief Executive Officer)

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement or Amendment has been signed by the following
persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Don D. Jordan Chairman and Chief Executive December 14, 1994
- --------------------------------------------- Officer and Director
(Don D. Jordan) (Principal Executive and
Financial Officer and Director)

/s/ Mary P. Ricciardello Comptroller (Principal December 14, 1994
- ------------------------------------------ Accounting Officer)
(Mary P. Ricciardello)

* MILTON CARROLL, JOHN T. CATER,
ROBERT J.CRUIKSHANK, LINNET F. DEILY,
JOSEPH M. HENDRIE, HOWARD W. HORNE,
ALEXANDER F. SCHILT, KENNETH L. Directors December 14, 1994
SCHNITZER, SR., D. D. SYKORA, JACK T.
TROTTER, BERTRAM WOLFE
</TABLE>

*By /s/ Hugh Rice Kelly
- ------------------------------------------
(Hugh Rice Kelly, Attorney-in-Fact)

II-5
<PAGE> 8
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Description Statement Number Reference
- ------ ----------- --------- ------ ---------
<S> <C> <C> <C> <C>
4.1* Restated Articles of Form 10-Q for 1-7629 3
Incorporation of the the quarter
Company. ended June 30,
1993

4.2* Amended and Restated Bylaws Form 8-K dated 1-7629 3
of the Company. June 29, 1992

4.3* Rights Agreement dated July Form 8-K dated 1-7629 4(a)(1)
11, 1990 between the Company July 11, 1990
and Texas Commerce Bank
National Association, as
Rights Agent (Rights Agent),
which includes form of
Statement of Resolution
Establishing Series of
Shares designated Series A
Preference Stock and form of
Rights Certificate.

4.4* Agreement and Appointment of Form 8-K dated 1-7629 4(a)(2)
Agent dated as of July 11, July 11, 1990
1990 between the Company and
the Rights Agent.

4.5 Houston Industries Energy,
Inc. Long-Term Project
Incentive Compensation Plan.

5 Opinion of Baker & Botts,
L.L.P.

23.1 Consent of Deloitte & Touche
LLP

23.2 Consent of Baker & Botts,
L.L.P. (included in
Exhibit 5).

24 Powers of Attorney.
- --------------
</TABLE>

*Incorporated herein by reference as indicated.

II-6

<PAGE> 1
EXHIBIT 4.5

HOUSTON INDUSTRIES ENERGY, INC.

LONG-TERM PROJECT INCENTIVE COMPENSATION PLAN

(Effective January 1, 1994)
<PAGE> 2
HOUSTON INDUSTRIES ENERGY, INC.
LONG-TERM PROJECT INCENTIVE COMPENSATION PLAN

(Effective January 1, 1994)

I N D E X

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Accrued Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Average Market Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Award . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors or Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Contingent Share Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Credited Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
HI Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Incentive Compensation Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Long-Term Award Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Market Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Maximum Incentive Award Opportunity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Performance Goals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Personnel Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Project Review Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Retirement Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Savings Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE III ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE IV PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE V PERFORMANCE GOALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE VI MAXIMUM INCENTIVE AWARD OPPORTUNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE VII INCENTIVE COMPENSATION FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

</TABLE>

(i)
<PAGE> 3
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE VIII ALLOCATION OF INCENTIVE COMPENSATION FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE IX PAYMENT OF AWARDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE X ASSIGNMENTS AND TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE XI FINALITY OF DETERMINATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE XII EMPLOYEE RIGHTS UNDER THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE XIII OTHER PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE XIV AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . 18

</TABLE>

(ii)
<PAGE> 4
HOUSTON INDUSTRIES ENERGY, INC.
LONG-TERM PROJECT INCENTIVE COMPENSATION PLAN

(Effective January 1, 1994)

RECITALS

Houston Industries Incorporated, a Texas corporation (the
"Company"), with its principal place of business in Houston, Harris County,
Texas, hereby establishes the Houston Industries Energy, Inc. Long-Term Project
Incentive Compensation Plan, effective January 1, 1994 (the "Plan"), for the
benefit of eligible employees of Houston Industries Energy, Inc., its wholly
owned subsidiary (the "Employer"), which shall read as follows:

<PAGE> 5
ARTICLE I

PURPOSE

The purpose of the Plan is to encourage a high level of
corporate performance through the establishment of specific goals, the
attainment of which will require a high degree of competence and diligence on
the part of those employees of the Employer selected to participate in the
Plan, and the satisfaction of which will be beneficial to the Employer and the
Company.

-2-

<PAGE> 6
ARTICLE II

DEFINITIONS

The following definitions are applicable to the Plan:

ACCRUED INTEREST: With respect to Long-Term Awards allocated
in cash, means interest credited monthly on such Long-Term Award at
the Credited Interest Rate from the date the Annual Award was
allocated to the Participant's Long-Term Award Account to the last day
of the month preceding the date of payment of such Long-Term Award.

AVERAGE MARKET PRICE: The average of the Market Prices of a
share of HI stock for the first 20 out of the last 30 trading days
before the applicable valuation date.

AWARD: An incentive compensation award made under this Plan,
payable in accordance with the satisfaction of the Performance Goals,
and denoted either as an Annual or a Long-Term Award.

BOARD OF DIRECTORS OR BOARD: The Board of Directors of the
Company.

COMPANY: Houston Industries Incorporated, or any successor
thereto.

CONTINGENT SHARE UNIT: A unit contingently awarded a
Participant hereunder for the purpose of measuring benefits payable by
reference to the Market Price of HI Stock as provided in Sections
VIII(B) and IX(A) of the Plan.

CREDITED INTEREST RATE: A rate of interest equal to the
composite yield on Moody's Long-Term Corporate Bond Index for the
calendar month as determined from Moody's Bond Record published by
Moody's Investors Service, Inc. (or any successor thereto), plus two
percentage points; or, such other interest rate as may be determined
by the Personnel Committee in its sole discretion.

EMPLOYER: Houston Industries Energy, Inc. and each subsidiary
(within the meaning of Section 425(f) of the Internal Revenue Code of
1986, as amended) of Houston Industries Energy, Inc.

HI STOCK: The Common Stock, no par value, of the Company.

INCENTIVE COMPENSATION FUND: The maximum amount, determined as
provided in Article VII, available for distribution hereunder to all
Participants.

LONG-TERM AWARD ACCOUNT: The account established on the books
of the Company for a Participant receiving a Long-Term Award. A
Participant's

-3-

<PAGE> 7
Long Term Award Account may be divided into the following two
sub-accounts: a cash sub-account and a Contingent Share Unit
sub-account.

MARKET PRICE: The average of the high and low sales price of a
share of HI Stock on the New York Stock Exchange-Composite
Transactions reporting system, as reported in The Wall Street Journal,
for any particular day.

MAXIMUM INCENTIVE AWARD OPPORTUNITY: The maximum amount that
may be paid to a Participant as an Award with respect to any Plan
Year.

PARTICIPANT: An employee of an Employer who is selected to
participate in the Plan.

PERFORMANCE GOALS: The performance objectives of the Employer
established for the purpose of determining the level of Awards, if
any, earned with respect to a Plan Year.

PERSONNEL COMMITTEE: The Personnel Committee of the Board of
Directors.

PLAN YEAR: The calendar year.

PROJECT REVIEW COMMITTEE: The committee consisting of three or
more individuals appointed by the President of Houston Industries
Incorporated to review and determine the financial success of projects
closed during a given Plan Year and to perform the other duties
specified herein.

RETIREMENT PLAN: The Houston Industries Incorporated
Retirement Plan, as amended and restated effective January 1, 1994 and
as thereafter amended or, where applicable, any other retirement plan
separately maintained by a Subsidiary.

SAVINGS PLAN: The Houston Industries Incorporated Savings
Plan, as amended and restated effective January 1, 1994 and as
thereafter amended or, where applicable, any other savings plan
separately maintained by a Subsidiary.

SUBSIDIARY: A subsidiary corporation with respect to the
Company as defined in Section 425(f) of the Internal Revenue Code of
1986, as amended.

A pronoun or adjective in the masculine gender includes the
feminine gender, and the singular includes the plural, unless the context
clearly indicates otherwise.

-4-

<PAGE> 8
ARTICLE III

ADMINISTRATION

The Plan shall be administered by the Personnel Committee. All
decisions of the Personnel Committee shall be binding and conclusive on the
Participants. Subject to the provisions of the Plan, the Personnel Committee
shall have the authority to:

(a) Select the Participants;

(b) Approve Performance Goals for the Employer and for
each Participant;

(d) Adjust the Performance Goals or the amount of the
Incentive Compensation Fund for any Plan Year in accordance with
Articles V and IX hereof;

(e) Establish the terms under which an Award may be earned
and paid; and

(f) Establish from time to time policies and regulations
for the administration of the Plan, interpret the Plan, and make all
determinations necessary or advisable for the administration of the
Plan.

-5-

<PAGE> 9
ARTICLE IV

PARTICIPATION

Participants in the Plan shall be selected by the Personnel
Committee for each Plan Year from the active, full-time employees of an
Employer. No employee shall at any time have the right (a) to be selected as a
Participant in the Plan for any Plan Year, (b) if so selected, to be entitled
to an Award, or (c) if selected as a Participant in one Plan Year, to be
selected as a Participant in any subsequent Plan Year.

The terms and conditions under which a Participant may
participate in the Plan shall be determined by the Personnel Committee in its
sole and absolute discretion. Each such Participant shall be notified in
writing of such terms and conditions.

-6-

<PAGE> 10
ARTICLE V

PERFORMANCE GOALS

The Project Review Committee shall evaluate each project that
was closed during the applicable Plan Year as soon as practicable after the
close of such project and shall establish Performance Goals with respect to
each project, based on the anticipated future cash flow to be generated from
each project. The Project Review Committee shall discount the anticipated
future cash flow at a discount rate determined by the Project Review Committee
in its sole and absolute discretion. To the extent that a project's cash flow
so discounted yields a positive present value, a portion of that value shall be
assigned to the Incentive Compensation Fund, to be allocated among the
Participants as provided in Article VIII. The Project Review Committee's
recommendations as to Performance Goals, amounts to be credited to the
Incentive Compensation Fund and any other matters herein shall be subject to
the review and approval of the Personnel Committee. If the total of the
amounts allocated to the Incentive Compensation Fund during a given Plan Year
exceed the maximum permitted for the Incentive Compensation Fund under Article
VII, the Project Review Committee may recommend to the Personnel Committee that
such excess be carried over to future Plan Years for possible allocation to
Participants.

-7-

<PAGE> 11
ARTICLE VI

MAXIMUM INCENTIVE AWARD OPPORTUNITY

The Maximum Incentive Award Opportunity with respect to any
Plan Year shall be established by the Personnel Committee for each Participant,
and shall be expressed as a percentage of the Participant's annual base salary
as of the end of the Plan Year before any voluntary reductions for or
contributions to the Houston Industries Incorporated Flexible Benefits Plan,
the Houston Industries Incorporated Deferred Compensation Plan or the Savings
Plan or other similar plans of deferred compensation maintained by the Company
or an Employer. In no event shall the total of the Annual and Long-Term Awards
potentially payable to a Participant under this Plan with respect to a
particular Plan Year exceed such Participant's Maximum Incentive Award
Opportunity.

-8-

<PAGE> 12
ARTICLE VII

INCENTIVE COMPENSATION FUND

The Incentive Compensation Fund for any Plan Year shall be
limited to the lesser of (a) the sum of the Maximum Incentive Award
Opportunities for all Participants for that Plan Year or (b) such amount as the
Personnel Committee, in its sole discretion, shall establish after reviewing
the Project Review Committee's evaluations of the completed projects and
establishing Performance Goals as described in Article V.

-9-

<PAGE> 13
ARTICLE VIII

ALLOCATION OF INCENTIVE COMPENSATION FUND

A. Allocation Among Awards: The Incentive Compensation Fund shall
be allocated among the Participants on the basis of their respective base
salary times an assigned opportunity factor, as determined by the Personnel
Committee in its sole and absolute discretion. One half of this Award shall be
designated as the "Annual Award," and the other half shall be designated as the
"Long-Term Award." Except as otherwise provided in Article V, any portion not
then allocated shall cease to be available for distribution.

B. Long-Term Awards: Long-Term Awards may, in the sole discretion
of the Personnel Committee, be awarded either in cash or in Contingent Share
Units. That portion awarded in cash shall be allocated to the cash sub-account
of the Participant's Long-Term Award Account and that portion awarded in
Contingent Share Units shall be allocated to the Contingent Share Unit
sub-account of the Participant's Long-Term Award Account. Any portion of a
Long-Term Award not designated by the Personnel Committee for allocation to
either the cash sub-account or the Contingent Share Unit sub-account shall be
allocated to the Participant's cash sub-account.

The number of Contingent Share Units allocable to any
Participant shall be determined by dividing the Participant's Long-Term Award
by an amount equal to the Average Market Price of HI Stock as of the end of the
Plan Year. The Company shall maintain and credit a Contingent Award Account
for each Participant to account for his Contingent Share Units. Maintenance of
a Contingent Award Account does not render the Participant a shareholder with
respect to such Contingent Share Units.

Additional Contingent Share Units shall be credited to a
Participant's Contingent Award Account equal to the amount, if any, of regular
dividends paid on an equivalent number of shares of HI Stock on each dividend
payment date. The number of additional Contingent Share Units credited to a
Participant thereby, including fractional amounts rounded to not less than two
decimal places, shall be determined by dividing the amount credited to the
Contingent Award Account for each such dividend on the dividend payment date by
the price of a Contingent Share Unit. Such amount to be credited shall be the
amount which would have been received as a dividend if the Contingent Share
Units so credited had then been an equal number of issued and outstanding
shares of HI Stock. The price of a Contingent Share Unit shall be the Market
Price of a share of HI Stock on the trading day preceding the dividend payment
date.

In the event of a reorganization, recapitalization, share
split, share dividend, combination of shares, merger, consolidation, rights
offering or any other change in the corporate structure of the Company or
shares of HI Stock, the Personal Committee shall make such adjustment, if any,
as it may deem appropriate in the number and kind of Contingent Share Units
specified in the Contingent Award Accounts.

-10-

<PAGE> 14
ARTICLE IX

PAYMENT OF AWARDS

The Personnel Committee has sole and absolute authority and
discretion to determine the time and manner in which Awards, if any, shall be
paid under this Plan. The determination of the Personnel Committee, which
shall be binding and conclusive on any Participant, shall be communicated in
writing to each Participant. Generally, however, the following provisions may
apply:

A. Form of Payment: Awards under the Plan will be paid
as follows, subject to adjustments for such federal, state or local
taxes and other deductions, if any, as may be in effect at the time of
payment:

(1) Annual Awards: Annual Awards will be paid
in cash, in one lump sum.

(2) Long-Term Awards: Regardless of whether
Long-Term Awards were initially allocated in cash or in
Contingent Share Units, such awards may be paid, in the sole
discretion of the Personnel Committee, either in cash, in one
lump sum, or in shares of HI Stock, or a combination of cash
and shares of HI Stock. If the form of payment of a Long-Term
Award is undesignated by the Personnel Committee, such award
will be paid entirely in the form of cash. If originally
allocated in cash and then paid in cash, the Long-Term Award
shall include both the original amount of such Long-Term Award
and Accrued Interest. If originally allocated in Contingent
Share Units and then paid in HI Stock, the number of shares to
be distributed will be equal to the number of Contingent Share
Units in the Participant's Contingent Award Account on the last
day of the month preceding the date of payment of the Long-Term
Award. If originally allocated in Contingent Share Units and
then paid in cash, the Contingent Share Units credited to a
Participant's Contingent Award Account shall be converted to a
cash amount equal to the Average Market Price on the last day
of the month preceding the date of payment of the Long-Term
Award times the number of Contingent Share Units in the
Participant's Contingent Award Account. If originally
allocated in cash and then paid in HI Stock, the balance in the
cash sub-account of the Long-Term Award Account consisting of
the amount of the original Long-Term Award, plus Accrued
Interest, shall be converted to HI Stock by dividing the said
balance in the cash sub-account of the Participant's Long-Term
Award Account by an amount equal to the Average Market Price of
HI Stock as of the end of the month immediately preceding the
date of payment of the Long-Term Award.

-11-

<PAGE> 15
B. Timing of Payment: Annual Awards will be paid as soon
as practicable following the close of the Plan Year to which they
relate and following approval by the Personnel Committee of the final
amount of each Annual Award. Long-Term Awards will be paid as soon as
practicable after the close of four years after the Plan Year to which
they relate, upon the Personnel Committee's determination that the
Performance Goals previously established with respect to such Award
have been satisfied and subject to the remaining provisions of this
Article IX. Notwithstanding anything in this Plan to the contrary, no
Participant shall be entitled to a Long-Term Award unless and until
the Personnel Committee determines that the Performance Goals to which
such Award relates have been satisfied.

C. Adjustments: The Personnel Committee may not
retroactively change any Performance Goals for a Plan Year, except as
and to the extent determined by the Personnel Committee in the event
of changes in accounting practices or extraordinary or unanticipated
circumstances, which could have a material effect on the achievement
of such Performance Goals, or as provided in Article V.

D. Termination, Death or Disability: Awards will be paid
only to Participants who are actually employed by and are on the
payroll of an Employer on the date of payment, except as indicated
below. A Participant whose employment terminates prior to the date of
payment shall forfeit any and all Awards from the Plan, whether
terminated by the Employer or voluntarily. Those Participants who
terminate employment due to death, disability or normal retirement
prior to the end of the Plan Year to which their Annual Award relates
will be paid a pro-rata portion of their Annual Award based on their
date of termination. Such prorated payments will be made at the time
and in the form that all payments are normally made to all other
Participants.

Those Participants who terminate employment due to
death, disability or normal retirement after the end of the Plan Year
to which an Annual Award relates but prior to the date of payment of
such Award will receive the full amount of such Award to which they
would otherwise be entitled. Such payments shall be made at the time
and in the form that all payments are normally made to all other
Participants.

If a Participant's employment terminates because of
death, the Participant's beneficiary or beneficiaries, designated by
the Participant under the Company's Group Life Insurance Plan, or in
the absence of any such beneficiary, the Participant's surviving
spouse, or if there is no surviving spouse, the personal
representative of such Participant's estate, shall be entitled to
receive the Annual Award to which the Participant was entitled under
this Paragraph D.

-12-

<PAGE> 16
If a Participant's employment terminates because of
death, disability, normal retirement or early retirement with consent
of the Employer after the close of the Plan Year to which a Long-Term
Award relates but prior to payment of such Award, such Participant or
in the event of death, the Participant's Beneficiary, will be paid on
the normal payment date of such Long-Term Award an amount equal to the
amount which would otherwise have been payable to such Participant but
reduced by a fraction not to exceed 1/2, the numerator of which shall
be the number of days of active employment during the four Plan Year
period to which such Long-Term Award relates prior to such death,
disability or normal or early retirement and the denominator of which
is 1,460.

Notwithstanding any provision in this Article IX or
any other provision of the Plan to the contrary, for purposes of
determining whether a Participant has terminated employment hereunder,
"employment" means employment as an employee with the Company, an
Employer or any Subsidiary. Neither the transfer of an Employee
Participant from employment by the Company or any Subsidiary to
employment by an Employer nor transfer of an Employee Participant from
employment by an Employer to employment by the Company or any
Subsidiary shall be deemed to be a termination of employment of such
Participant. Moreover, the employment of a Participant shall not be
deemed to have been terminated because of his absence from active
employment on account of temporary illness or during authorized
vacation or during temporary leaves of absence, granted by the
Employer for reasons of professional advancement, education, health or
government service, or during military leave for any period if the
Participant returns to active employment within 90 days after the
termination of his military leave, or during any period required to be
treated as a leave of absence by virtue of any valid law or agreement.

-13-

<PAGE> 17
ARTICLE X

ASSIGNMENTS AND TRANSFERS

A Participant shall not assign, encumber or transfer his rights
and interests under the Plan, other than pursuant to a marital settlement
agreement or similar domestic relations agreement, decree or order, and any
attempt to do so shall render those rights and interests null and void.

-14-

<PAGE> 18
ARTICLE XI

FINALITY OF DETERMINATIONS

Any determination by the Company, the Employer, the Board, the
Personnel Committee or the Project Review Committee in carrying out or
administering this Plan shall be final and binding for all purposes and upon
all interested persons and their heirs, successors, and personal
representatives.

-15-

<PAGE> 19
ARTICLE XII

EMPLOYEE RIGHTS UNDER THE PLAN

No employee or other person shall have any claim or right to be
granted an Award under this Plan. The terms and conditions of an Award shall
be generally communicated in writing to the Participant. Neither the Plan nor
any action taken thereunder shall be construed as giving an employee any right
to be retained in the employ of the Company or an Employer. No Participant
shall have any lien on any assets of the Company or an Employer by reason of
any Award made under this Plan.

-16-

<PAGE> 20
ARTICLE XIII

OTHER PLANS

The payments and benefits under this Plan shall be excluded
from considered compensation under the Retirement Plan. Such payments,
however, may be included in considered compensation under the Savings Plan.

-17-

<PAGE> 21
ARTICLE XIV

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

The Board may amend, suspend or terminate the Plan in whole or
in part; but it may not affect adversely rights or obligations with respect to
Annual or Long-Term Awards theretofore made. Any such amendment shall be
authorized by resolution of the Board and evidenced by a written instrument
of equal formality as this Plan.

IN WITNESS WHEREOF, the Company has executed this Plan this
13th day of December, 1994, but effective as of January 1, 1994.

HOUSTON INDUSTRIES INCORPORATED

By /s/ D. D. Sykora
D. D. Sykora
President and Chief Operating Officer

ATTEST:

/s/ Christian Schley
Assistant Corporate Secretary

-18-

<PAGE> 1

EXHIBIT 5

December 14, 1994

Houston Industries Incorporated
5 Post Oak Park
4400 Post Oak Parkway
Houston, Texas 77027

Ladies and Gentlemen:

As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Houston Industries Incorporated, a
Texas corporation (the "Company"), with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
relating to 250,000 shares (the "Shares") of common stock, without par value,
of the Company (the "Common Stock") to be issued from time to time pursuant to
the Houston Industries Energy, Inc. Long-Term Project Incentive Compensation
Plan, certain legal matters in connection with the Shares are being passed upon
for you by us. Such compensation plan as in effect on the date hereof is
referred to as the "Plan." At your request, this opinion is being furnished to
you for filing as Exhibit 5 to the Registration Statement.

In our capacity as your counsel in the connection referred to
above, we have examined the Plan, the Company's Restated Articles of
Incorporation and its Amended and Restated Bylaws, each as amended to date, and
have examined the originals, or copies certified or otherwise identified, of
corporate records of the Company, including minute books of the Company as
furnished to us by the Company, certificates of public officials and of
representatives of the Company, statutes and other instruments or documents, as
a basis for the opinions hereinafter expressed.

We have assumed that all signatures on all documents examined
by us are genuine, that all documents submitted to us as originals are accurate
and complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete.

Based upon our examination as aforesaid and subject to the
assumptions, limitations and qualifications set forth herein, we are of the
opinion that:

1. The Company is a corporation duly organized and
validly existing in good standing under the laws of the State of
Texas.

<PAGE> 2
Houston Industries Incorporated -2- December 14, 1994

2. Upon the issuance and delivery of the Shares in
accordance with the Plan, such Shares will be duly authorized, validly
issued, fully paid and nonassessable.

The opinions set forth above are limited in all respects to
matters of Texas law and applicable federal law as in effect on the date
hereof.

Very truly yours,

/s/ Baker & Botts, L.L.P.

<PAGE> 1

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

HOUSTON INDUSTRIES INCORPORATED:

We consent to the incorporation by reference in this Registration Statement of
Houston Industries Incorporated on Form S-8 of our report dated February 23,
1994, appearing in the Annual Report on Form 10-K of Houston Industries
Incorporated for the year ended December 31, 1993.

DELOITTE & TOUCHE LLP

Houston, Texas
December 14, 1994

<PAGE> 1
EXHIBIT 24

HOUSTON INDUSTRIES INCORPORATED

Power of Attorney

(Houston Industries Energy, Inc.
Long-Term Project Incentive Compensation Plan)

WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments to each such Registration Statement and any
supplement or supplements to the Prospectus as may be necessary or appropriate,
together with any and all exhibits and other documents related to each such
Registration Statement or Prospectus, in connection with the registration of
shares of common stock, without par value, of the Company and the preference
purchase rights appurtenant thereto, to be issued to employees of the Company
or its subsidiaries in connection with the Houston Industries Energy, Inc.
Long-Term Project Incentive Compensation Plan.

NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint Don
D. Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments thereto, and any supplements to
the Prospectus as said attorneys-in-fact or any of them shall deem necessary or
appropriate, together with all instruments necessary or incidental in
connection therewith, to file the same or cause the same to be filed with the
Commission, and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys-in-fact shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable to be done,
as fully and for all intents and purposes as the undersigned might or could do
in person, the undersigned hereby ratifying and approving the acts that said
attorneys-in-fact and each of them may lawfully do or cause to be done by
virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of December, 1994.

/s/ Milton Carroll
Milton Carroll

<PAGE> 2
HOUSTON INDUSTRIES INCORPORATED

Power of Attorney

(Houston Industries Energy, Inc.
Long-Term Project Incentive Compensation Plan)

IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of December, 1994.

/s/ John T. Cater
John T. Cater

<PAGE> 3
HOUSTON INDUSTRIES INCORPORATED

Power of Attorney

(Houston Industries Energy, Inc.
Long-Term Project Incentive Compensation Plan)

IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of December, 1994.

/s/ Robert J. Cruikshank
Robert J. Cruikshank

<PAGE> 4
HOUSTON INDUSTRIES INCORPORATED

Power of Attorney

(Houston Industries Energy, Inc.
Long-Term Project Incentive Compensation Plan)

IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of December, 1994.

/s/ Linnet F. Deily
Linnet F. Deily

<PAGE> 5
HOUSTON INDUSTRIES INCORPORATED

Power of Attorney

(Houston Industries Energy, Inc.
Long-Term Project Incentive Compensation Plan)

IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of December, 1994.

/s/ Joseph M. Hendrie
Joseph M. Hendrie

<PAGE> 6
HOUSTON INDUSTRIES INCORPORATED

Power of Attorney

(Houston Industries Energy, Inc.
Long-Term Project Incentive Compensation Plan)

IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of December, 1994.

/s/ Howard W. Horne
Howard W. Horne

<PAGE> 7
HOUSTON INDUSTRIES INCORPORATED

Power of Attorney

(Houston Industries Energy, Inc.
Long-Term Project Incentive Compensation Plan)

IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of December, 1994.

/s/ Alexander F. Schilt
Alexander F. Schilt

<PAGE> 8
HOUSTON INDUSTRIES INCORPORATED

Power of Attorney

(Houston Industries Energy, Inc.
Long-Term Project Incentive Compensation Plan)

IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of December, 1994.

/s/ Kenneth L. Schnitzer, Sr.
Kenneth L. Schnitzer, Sr.

<PAGE> 9
HOUSTON INDUSTRIES INCORPORATED

Power of Attorney

(Houston Industries Energy, Inc.
Long-Term Project Incentive Compensation Plan)

IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of December, 1994.

/s/ D. D. Sykora
D. D. Sykora

<PAGE> 10
HOUSTON INDUSTRIES INCORPORATED

Power of Attorney

(Houston Industries Energy, Inc.
Long-Term Project Incentive Compensation Plan)

IN WITNESS WHEREOF, the undersigned has executed this
instrument this 4th day of August, 1994.

/s/ Jack T. Trotter
Jack T. Trotter

<PAGE> 11
HOUSTON INDUSTRIES INCORPORATED

Power of Attorney

(Houston Industries Energy, Inc.
Long-Term Project Incentive Compensation Plan)

IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of December, 1994.

/s/ Bertram Wolfe
Bertram Wolfe