HOUSTON INDUSTRIES INC
8-A12B, 1997-07-01
ELECTRIC SERVICES
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                _______________

                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                _______________

                        HOUSTON INDUSTRIES INCORPORATED
             (Exact name of registrant as specified in its charter)

                 TEXAS                                   74-1885573
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

        HOUSTON INDUSTRIES PLAZA
          1111 LOUISIANA STREET
             HOUSTON, TEXAS                                     77002
(Address of principal executive offices)                      (Zip Code)

     If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box.  [   ]
 
     If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ X ]

Securities to be registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange on which
Title of each class to be so registered         each class is to be registered
- ---------------------------------------         ------------------------------

__% AUTOMATIC COMMON                               NEW YORK STOCK EXCHANGE
EXCHANGE SECURITIES DUE 2000


Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of class)
<PAGE>
 
ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
          ------------------------------------------------------- 

          The class of securities to be registered hereby is the ____% Automatic
Common Exchange Securities due 2000 (the "Securities") of Houston Industries
Incorporated, a Texas corporation (the "Company").

          A description of the Securities is contained under the caption
"Description of the Securities" in the prospectus filed as a part of the
Registration Statement on Form S-3 (Registration No. 333-30443) filed with
the Securities and Exchange Commission (the "Commission") by the Company on June
30, 1997, which description is incorporated herein by reference.  The specific
terms of the Securities will be set forth in a definitive prospectus that will
be filed with the Commission pursuant to Rule 424(b) under the Securities Act of
1933, as amended, which thereupon shall be incorporated herein by reference.
Any statement contained in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes hereof to the extent that
another document incorporated herein by reference modifies or supersedes such
previous statement.

ITEM 2.   EXHIBITS
          --------

          The following exhibits are filed with the Commission and the New York
Stock Exchange, Inc.:

     1.   Form of Indenture governing the Securities between the Company and The
          First National Bank of Chicago (incorporated by reference to Exhibit
          4.1 to the Company's Registration Statement on Form S-3 (Registration
          No. 333-30443)).

     2.   Form of Securities (included in Exhibit 1).

     3.   Description of the Securities on pages 21 through 31 of the
          prospectus contained in the Company's Registration Statement on Form
          S-3 (Registration No. 333-30443), which is incorporated herein by
          reference.

                                       2
<PAGE>
 
                                   SIGNATURE


          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                              HOUSTON INDUSTRIES INCORPORATED


Date: June 30, 1997           By:   /s/ Marc Kilbride
                                 -------------------------
                                  Marc Kilbride,
                                  Treasurer

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