As filed with the Securities and Exchange Commission on February 7, 1994
Registration No. 33-28584
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
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
4400 Post Oak Parkway
Houston, Texas 77027
(713) 629-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
________________________
KBLCOM INCORPORATED
SAVINGS 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
(713) 629-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Pursuant to its Registration Statement on Form S-8 (No. 33-28584)
(the "Registration Statement"), Houston Industries Incorporated, a Texas
corporation (the "Company"), registered 1,000,000 shares of the Company's
common stock, no par value (the "Common Stock"), to be issued pursuant to
the KBLCOM Incorporated Savings Plan (the "KBLCOM Plan"). On January 1,
1994, the KBLCOM Plan merged with and into the Houston Industries
Incorporated Savings Plan, as amended and restated effective January 1, 1994.
As a result, 899,711 shares of Common Stock registered under the Registration
Statement for issuance pursuant to the KBLCOM Plan remain unissued. In
accordance with its undertaking contained in the Registration Statement, the
Company hereby removes from registration such 899,711 shares of Common Stock
that remain unissued.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933 and
Rule 478 thereunder, 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 Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston, State
of Texas, on February 7, 1994.
HOUSTON INDUSTRIES INCORPORATED
By: William A. Cropper
William A. Cropper
Vice President and Treasurer
