As filed with the Securities and Exchange Commission on September 18,
1995
Registration No. 33-12439
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HOUSTON INDUSTRIES INCORPORATED
(Exact name of issuer 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
(Address of Principal Executive Offices) (Zip Code)
Paragon Communications
Employees Stock Savings Plan
(Full title of the plan)
William A. Cropper
Vice President and Treasurer
Houston Industries Incorporated
4400 Post Oak Parkway
5 Post Oak Park
Houston, Texas 77027
(Name and address of agent for service)
(713) 629-3005
(Telephone number, including area code,
of agent for service)
The registrant hereby amends its Registration Statement on Form
S-8 (No. 33-12439), as amended (the "Registration Statement") to
deregister 49,361 shares of common stock, without par value, of
Houston Industries Incorporated remaining unsold and unissued under
the Paragon Communications Employees Stock Savings Plan.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933 and
Rule 478(a) thereunder, the Registrant, Houston Industries
Incorporated, certifies that it has reasonable grounds to believe
that it meets all 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 September 18, 1995.
HOUSTON INDUSTRIES INCORPORATED
By: /s/ William A. Cropper
William A. Cropper
Vice President and Treasurer
