As filed with the Securities and Exchange Commission on September
18, 1995
Registration No. 33-34446
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
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.)
Houston Industries Incorporated
4400 Post Oak Parkway
5 Post Oak Park
Houston, Texas 77027
(713) 629-3000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
William A. Cropper
Vice President and Treasurer
Houston Industries Incorporated
4400 Post Oak Parkway
5 Post Oak Park
Houston, Texas 77027
(713) 629-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<PAGE>
DEREGISTRATION OF SECURITIES
Pursuant to the undertaking set forth in Item 17(a)(3) of
Houston Industries Incorporated's (the "Company") Registration
Statement on Form S-3 (Registration No. 33-34446), as amended (the
"Registration Statement"), the Company hereby amends the
Registration Statement to deregister 2,489,888 shares of common
stock, without par value, of the Company remaining unsold and
unissued under the Houston Industries Incorporated Dividend
Reinvestment Plan (the "Plan"). The Plan has been amended and
restated as the Houston Industries Incorporated Investor's Choice
Plan. Shares of the Company's common stock purchased under the
Investor's Choice Plan are registered under the Securities Act of
1933 on the Company's Registration Statement on Form S-3, as amended
(Registration No. 33-52207).
<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-3 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 September 18, 1995.
HOUSTON INDUSTRIES INCORPORATED
By: /s/ William A. Cropper
William A. Cropper
Vice President and Treasurer
(Agent for Service Named in the
Registration Statement)
