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Centerpoint Energy Houston Electric LLC – ‘8-B12B’ on 8/21/97

As of: Thursday, 8/21/97 · Accession #: 899243-97-1682 · File #: 1-03187

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/21/97  Centerpoint Energy Houston E… LLC 8-B12B                 2:26K                                    Donnelley R R & S… 06/FA

Registration of Securities of a Successor Issuer — Form 8-B
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-B12B      Form 8-B                                              12     81K 
 2: EX-21       Subsidiaries of Houston                                1      4K

8-B12B — Form 8-B
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Description of Registrant's Securities to Be Registered Financial Statements and Exhibits General Information Securities to Be Registered Transaction of Succession
1	1st Page - Filing Submission
2	Item 1. General Information
"	Item 2. Transaction of Succession
"	Item 3. Securities to Be Registered
"	Item 4. Description of Registrant's Securities to Be Registered
"	Item 5. Financial Statements and Exhibits

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-B

REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS 

FILED PURSUANT TO SECTION 12(b) OR (g) OF 
THE SECURITIES EXCHANGE ACT OF 1934 

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

HOUSTON INDUSTRIES INCORPORATED 
FORMERLY KNOWN AS:  HOUSTON LIGHTING & POWER COMPANY
(Exact name of registrant as specified in its charter)

      TEXAS                                       74-0694415
 (State of incorporation or organization)   (I.R.S. Employer Identification No.)

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

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

Securities to be registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:                                                                    
                                    Name of each exchange on which
Title of each class to be so registered    each class is to be registered       
---------------------------------------    ------------------------------       
7% Automatic Common                           New York Stock Exchange           
Exchange Securities Due 2000                                                    

Securities to be registered pursuant to Section 12(g) of the Securities Exchange
Act of 1934:                                                                    

None.                                                                           

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ITEM 1.   GENERAL INFORMATION.                                                  

     (a) Houston Lighting & Power Company ("HL&P") was incorporated in
Texas on January 9, 1906 under the name Houston Lighting & Power Company.  On   
August 6, 1997, the closing date of the Succession Transaction (as described    
below), HL&P changed its name to Houston Industries Incorporated ("Houston").   

(b) Houston's fiscal year ends December 31 of each year.    

ITEM 2.   TRANSACTION OF SUCCESSION.                                            

       (a) Predecessor Entities:  HL&P, Houston Industries Incorporated, a
Texas corporation ("HII"), and NorAm Energy Corp., a Delaware corporation       
("NorAm").                                                                      

    (b) Succession Transaction:  For a description of the Succession
Transaction, reference is made to the Joint Proxy Statement/Prospectus included 
as part of the Registration Statement on Form S-4 of HII and HL&P, No. 333-     
11329 (and Amendments No. 1 and 2 thereto) (the "Joint Proxy                    
Statement/Prospectus"). Reference is specifically made to the sections of the   
Joint Proxy Statement/Prospectus entitled "Summary -- The Transaction" and "The 
Transaction."                                                                   

ITEM 3.   SECURITIES TO BE REGISTERED.                                          

  Houston has authorized 22,909,040 7% Automatic Common Exchange
Securities due 2000 (the "Securities"), each with a face amount of $45.9375, of 
which 22,909,040 Securities are presently outstanding and no Securities are held
by or for the account of Houston.                                               

ITEM 4.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.              

  A description of the Securities is contained under the caption
"Description of the Securities" in the Prospectus filed with the Securities and 
Exchange Commission by HII, on July 10, 1997, pursuant to Rule 424(b) under the 
Securities Act of 1933, as amended, which description is incorporated herein by 
reference.                                                                      

ITEM 5.   FINANCIAL STATEMENTS AND EXHIBITS.                                    

(a)  Financial Statements:  None.                           

(b) Exhibits:  See Index to Exhibits.                       

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INDEX TO EXHIBITS 

*  Incorporated by reference as indicated                   

                                                        [Enlarge/Download Table]

                                                   REPORT OR                 SEC FILE OR               
EXHIBIT                                           REGISTRATION               REGISTRATION     EXHIBIT  
  NO.             DESCRIPTION                       STATEMENT                   NUMBER       REFERENCE 
--------          -----------                     -------------             --------------  -----------
                                                                                                       
*2(a)(1)  Agreement and Plan of Merger among     Form 8-K dated                 1-3187          2      
          HII, HL&P, HI Merger, Inc. and         August 11, 1996                                       
          NorAm dated as of August 11, 1996                                                            

*2(a)(2)  Amendment to Agreement and Plan of     Registration Statement on    333-11329         2(c)   
          Merger among HII, HL&P, HI             Form S-4 dated                                        
          Merger, Inc. and NorAm dated           September 4, 1996                                     
          August 11, 1996                                                                              

*2(a)(3)  Agreement dated August 5, 1997         Registration Statement on    333-33301         2.3    
          among HL&P, HII, HI Merger, Inc.       Form S-3                                              
          and NorAm                                                                                    

*2(b)     HII, HL&P and NorAm Joint Proxy        Registration Statement on    333-11329                
          Statement/Prospectus                   Form S-4 dated                                        
                                                 September 4, 1996                                     

*3(a)(1)  Restated Articles of Incorporation of  Form 10-Q for the quarter      1-3187          3      
          HL&P dated May 11, 1993                ended June 30, 1993                                   

*3(a)(2)  Articles of Amendment to               Registration Statement on    333-11329         3(b)   
          Exhibit 3(a)(1) dated August 9, 1996   Form S-4 dated                                        
                                                 September 4, 1996                                     

*3(a)(3)  Articles of Amendment of HL&P          Combined 10-K of HL&P          1-3187          3(c)   
          dated as of December 3, 1996           and HII dated March 20,                               
                                                 1997                                                  
*3(a)(4)  Form of Amendments to Restated                                                               
          Articles of Incorporation of HL&P                                                            
          (Effective upon filing of Articles of                                                        
          Merger merging HII with and into                                                             
          HL&P.) (Contained in Exhibit A in                                                            
          Exhibit 2(a)(2) above.)                                                                      

*3(b)     Amended and Restated Bylaws of HII     HII's Form 10-Q for the        1-7629          3      
          (as of May 22, 1996) (Effective as     quarter ended June 30,                                
          Houston's Bylaws upon the Merger of    1996                                                  
          HII with and into the HL&P)                                                                  

*4(a)(1)  Mortgage and Deed of Trust dated       HL&P's Form S-7 filed          2-59748         2(b)   
          November  1, 1944 between HL&P         on August 25, 1977                                    
          and South Texas Commercial National                                                          
          Bank Houston (Texas Commerce Bank                                                            
          National Association, as successor                                                           
          trustee), as Trustee, as amended                                                             
          and supplemented by 20 Supplemental                                                          
          Indentures thereto                                                                           

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                                                   REPORT OR                 SEC FILE OR               
EXHIBIT                                           REGISTRATION               REGISTRATION     EXHIBIT  
  NO.             DESCRIPTION                       STATEMENT                   NUMBER       REFERENCE 
--------          -----------                     -------------             --------------  -----------
                                                                                                       

*4(a)(2)  Twenty-First through Fiftieth          HL&P's Form 10-K for           1-3187          4(a)(2)
          Supplemental Indentures to HL&P        the year ended                                        
          Mortgage and Deed of Trust             December 31, 1989                                     

*4(a)(3)  Fifty-First Supplemental Indenture     HL&P's Form 10-Q for           1-3187          4(a)   
          dated March 25, 1991 to HL&P           the quarter ended                                     
          Mortgage and Deed of Trust             June 30, 1991                                         

*4(a)(4)  Fifty-Second through Fifty-Fifth       HL&P's Form 10-Q for           1-3187          4      
          Supplemental Indentures, each dated    the quarter ended                                     
          March 1, 1992, to HL&P Mortgage        March 31, 1992                                        
          and Deed of Trust                                                                            

*4(a)(5)  Fifty-Sixth and Fifty-Seventh          HL&P's Form 10-Q for           1-3187          4      
          Supplemental Indentures, each dated    the quarter ended                                     
          October 1, 1992, to HL&P Mortgage      September 30, 1992                                    
          and Deed of Trust                                                                            

*4(a)(6)  Fifty-Eighth and Fifty-Ninth           HL&P's Form 10-Q for           1-3187          4      
          Supplemental Indenture, each dated as  the quarter ended                                     
          of March 1, 1993 to HL&P Mortgage      March 31, 1993                                        
          and Deed of Trust                                                                            

*4(a)(7)  Sixtieth Supplemental Indenture dated  HL&P's Form 10-Q for           1-3187          4      
          July 1, 1993 to HL&P Mortgage and      the quarter ended June 30,                            
          Deed of Trust                          1993                                                  

*4(a)(8)  Sixty-First through Sixty-Third        HL&P's Form 10-K for           1-3187          4(a)(8)
          Supplemental Indentures to HL&P        the year ended                                        
          Mortgage and Deed of Trust             December 31, 1993                                     

*4(a)(9)  Sixty-Fourth through Sixty-Fifth       HL&P's Form 10-K for           1-3187          4(a)(9)
          Supplemental Indentures, each dated    the year ended                                        
          as of July 1, 1995, to HL&P Mortgage   December 31, 1995                                     
          and Deed of Trust                                                                            

*4(b)(1)  Rights Agreement dated July 11,        Form 8-K dated July 11,        1-7629          4(a)(1)
          1990, as amended and restated          1990                                                  
          between HII 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(b)(2)  Agreement and Appointment of Agent     Form 8-K dated July 11,        1-7629          4(a)(2)
          dated as of July 11, 1990 between HII  1990                                                  
          and the Rights Agent                                                                         


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                                                                REPORT OR                 SEC FILE OR                               
EXHIBIT                                                        REGISTRATION               REGISTRATION       EXHIBIT                
  NO.                   DESCRIPTION                              STATEMENT                   NUMBER         REFERENCE               
--------                -----------                            -------------             --------------    -----------              
                                                                                                                                    
*4(b)(3)        Form of Amended and Restated                  Registration Statement on    333-11329           4(b)(1)              
                Rights Agreement between Houston              Form S-4                                                              
                and Texas Commerce Bank National                                                                                    
                Association to be executed upon the                                                                                 
                closing of the Merger, including form                                                                               
                of Statement of Resolution                                                                                          
                Establishing Series Shares Designated                                                                               
                Series A Preference Stock and Form                                                                                  
                of Rights Certificate                                                                                               

*4(c)           Form of Houston Industries                    Registration Statement on    333-32353           4.7                  
                Incorporated Amended and Restated             Form S-3                                                              
                Investor's Choice Plan to be executed                                                                               
                upon closing of the Merger                                                                                          

Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, Houston has not filed as exhibits to this Form 8-B certain long-term debt     
instruments, under which the total amount of securities authorized do not exceed 10 percent of the total assets of Houston and any  
of its subsidiaries on a consolidated basis. Houston hereby agrees to furnish a copy of any such instrument to the SEC upon request.

*10(a)          Executive Benefit Plan of HII and             Form 10-Q for the quarter      1-7629            10(a)(1)             
                First and Second Amendments thereto           ended March 31, 1987                             10(a)(2)             
                (effective as of June 1, 1982, July 1,                                                            and               
                1984, and May 7, 1986, respectively)                                                           10(a)(3)             

*10(b)(1)       Executive Incentive Compensation              Form 10-K for the year         1-7629            10(b)                
                Plan of HII (effective as of January 1,       ended December 31, 1991                                               
                1982)                                                                                                               

*10(b)(2)       First Amendment to Exhibit 10(b)(1)           Form 10-Q for the quarter      1-7629            10(a)                
                (effective as of March 30, 1992)              ended March 31, 1992                                                  

*10(b)(3)       Second Amendment to                           Form 10-K for the year         1-7629            10(b)(3)             
                Exhibit 10(b)(1) (effective as of             ended December 31, 1992                                               
                November 4, 1992)                                                                                                   

*10(b)(4)       Third Amendment to Exhibit 10(b)(1)           Form 10-K for the year         1-7629            10(b)(4)             
                (effective as of September 7, 1994)           ended December 31, 1994                                               

*10(c)(1)       Executive Incentive Compensation              Form 10-Q for the quarter      1-7629            10(b)(1)             
                Plan of HII (effective as of January 1,       ended March 31, 1987                                                  
                1985)                                                                                                               

*10(c)(2)       First Amendment to Exhibit 10(c)(1)           Form 10-K for the year         1-7629            10(b)(3)             
                (effective as of January 1, 1985)             ended December 31, 1988                                               

*10(c)(3)       Second Amendment to Exhibit                   Form 10-K for the year         1-7629            10(c)(3)             
                10(c)(1) (effective as of January 1,          ended December 31, 1991                                               
                1985)                                                                                                               

*10(c)(4)       Third Amendment to Exhibit 10(c)(1)           Form 10-Q for the quarter      1-7629            10(b)                
                (effective as of March 30, 1992)              ended March 31, 1992                                                  

*10(c)(5)       Fourth Amendment to Exhibit                   Form 10-K for the year         1-7629            10(c)(5)             
                10(c) (1) (effective as of November 4,        ended December 31, 1992                                               
                1992)                                                                                                               


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                                                       REPORT OR                 SEC FILE OR                
EXHIBIT                                               REGISTRATION               REGISTRATION     EXHIBIT   
  NO.              DESCRIPTION                          STATEMENT                   NUMBER       REFERENCE  
--------           -----------                        -------------             --------------  ----------- 
                                                                                                            
*10(c)(6)  Fifth Amendment to Exhibit 10(c)(1)       Form 10-K for the year         1-7629          10(c)(6)
           (effective as of September 7, 1994)       ended December 31, 1994                                

*10(d)     Executive Incentive Compensation          Form 10-Q for the quarter      1-7629          10(b)(2)
           Plan of HL&P (effective as of             ended March 31, 1987                                   
           January 1, 1985)                                                                                 

*10(e)(1)  Executive Incentive Compensation          Form 10-Q for the quarter      1-7629          10(b)   
           Plan of HII (effective as of January 1,   ended June 30, 1989                                    
           1989)                                                                                            

*10(e)(2)  First Amendment to Exhibit 10(e)(1)       Form 10-K for the year         1-7629          10(e)(2)
           (effective as of January 1, 1989)         ended December 31, 1991                                

*10(e)(3)  Second Amendment to Exhibit               Form 10-Q for the quarter      1-7629          10(c)   
           10(e)(1) (effective as of March 30,       ended March 31, 1992                                   
           1992)                                                                                            

*10(e)(4)  Third Amendment to Exhibit 10(e)(1)       Form 10-K for the year         1-7629          10(c)(4)
           (effective as of November 4, 1992)        ended December 31, 1992                                

*10(e)(5)  Fourth Amendment to Exhibit               Form 10-K for the year         1-7629          10(e)(5)
           10(e)(1) (effective as of September 7,    ended December 31, 1994                                
           1994)                                                                                            

*10(f)(1)  Executive Incentive Compensation          Form 10-K for the year         1-7629          10(b)   
           Plan of HII (effective as of January 1,   ended December 31, 1990                                
           1991)                                                                                            

*10(f)(2)  First Amendment to Exhibit 10(f)(1)       Form 10-K for the year         1-7629          10(f)(2)
           (effective as of January 1, 1991)         ended December 31, 1991                                

*10(f)(3)  Second Amendment to Exhibit               Form 10-Q for the quarter      1-7629          10(d)   
           10(f)(1) (effective as of March 30,       ended March 31, 1992                                   
           1992)                                                                                            

*10(f)(4)  Third Amendment to Exhibit 10(f)(1)       Form 10-K for the year         1-7629          10(f)(4)
           (effective as of November 4, 1992)        ended December 31, 1992                                

*10(f)(5)  Fourth Amendment to Exhibit 10(f)(1)      Form 10-K for the year         1-7629          10(f)(5)
           (effective as of January 1, 1993)         ended December 31, 1992                                

*10(f)(6)  Fifth Amendment to Exhibit 10(f)(1)       Form 10-K for the year         1-7629          10(f)(6)
           (effective in part as of January 1, 1995  ended December 31, 1994                                
           and in part, as of September 7, 1994)                                                            

*10(f)(7)  Sixth Amendment to Exhibit 10(f)(1)       Form 10-Q for the quarter      1-7629          10(a)   
           (effective as of August 1, 1995)          ended June 30, 1995                                    

*10(f)(8)  Seventh Amendment to Exhibit              Form 10-Q for the quarter      1-7629          10(c)   
           10(f)(1) (effective as of January 1,      ended June 30, 1996                                    
           1996)                                                                                            

*10(g)(1)  Benefit Restoration Plan of HII           Form 10-Q for the quarter      1-7629          10(c)   
           (effective as of June 1, 1985)            ended March 31, 1987                                   

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                                                     REPORT OR                 SEC FILE OR                
EXHIBIT                                             REGISTRATION               REGISTRATION     EXHIBIT   
  NO.              DESCRIPTION                        STATEMENT                   NUMBER       REFERENCE  
--------           -----------                      -------------             --------------  ----------- 
                                                                                                          
*10(g)(2)  Benefit Restoration Plan of HII as      Form 10-K for the year         1-7629          10(g)(2)
           amended and restated                    ended December 31, 1991                                
           (effective as of January 1, 1988)                                                              

*10(g)(3)  Benefit Restoration Plan of HII as      Form 10-K for the year         1-7629          10(g)(3)
           amended and restated                    ended December 31, 1991                                
           (effective as of July 1, 1991)                                                                 

*10(h)(1)  Deferred Compensation Plan of HII       Form 10-Q for the quarter      1-7629          10(d)   
           (effective as of September 1, 1985)     ended March 31, 1987                                   

*10(h)(2)  First Amendment to Exhibit 10(h)(1)     Form 10-K for the year         1-7629          10(d)(2)
           (effective as of September 1, 1985)     ended December 31, 1990                                

*10(h)(3)  Second Amendment to Exhibit             Form 10-Q for the quarter      1-7629          10(e)   
           10(h)(1) (effective as of March 30,     ended March 31, 1992                                   
           1992)                                                                                          

*10(h)(4)  Third Amendment to Exhibit 10(h)(1)     Form 10-K for the year         1-7629          10(h)(4)
           (effective as of June 2, 1993)          ended December 31, 1993                                

*10(h)(5)  Fourth Amendment to Exhibit             Form 10-K for the year         1-7629          10(h)(5)
           10(h)(1) (effective as of September 7,  ended December 31, 1994                                
           1994)                                                                                          

*10(h)(6)  Fifth Amendment to Exhibit 10(h) (1)    Form 10-Q for the quarter      1-7629          10(d)   
           (effective as of August 1, 1995)        ended June 30, 1995                                    

*10(h)(7)  Sixth Amendment to Exhibit 10(h)(1)     Form 10-Q for the quarter      1-7629          10(b)   
           (effective as of December 1, 1995)      ended June 30, 1995                                    

*10(i)(1)  Deferred Compensation Plan of HII       Form 10-Q for the quarter      1-7629          10(a)   
           (effective as of January 1, 1989)       ended June 30, 1989                                    

*10(i)(2)  First Amendment to Exhibit 10(i)(1)     Form 10-K for the year         1-7629          10(e)(3)
           (effective as of January 1, 1989)       ended December 31, 1989                                

*10(i)(3)  Second Amendment to Exhibit             Form 10-Q for the quarter      1-7629          10(f)   
           10(i)(1) (effective as of March 30,     ended March 31, 1992                                   
           1992)                                                                                          

*10(i)(4)  Third Amendment to Exhibit 10(i)(1)     Form 10-K for the year         1-7629          10(i)(4)
           (effective as of June 2, 1993)          ended December 31, 1993                                

*10(i)(5)  Fourth Amendment to Exhibit 10(i)(1)    Form 10-K for the year         1-7629          10(i)(5)
           (effective as of September 7, 1994)     ended December 31, 1994                                

*10(i)(6)  Fifth Amendment to Exhibit 10(i)(1)     Form 10-Q for the quarter      1-7629          10(c)   
           (effective as of August 1, 1995)        ended June 30, 1995                                    

*10(i)(7)  Sixth Amendment to Exhibit 10(i)(1)     Form 10-Q for the quarter      1-7629          10(c)   
           (effective as of December 1, 1995)      ended June 30, 1996                                    

*10(j)(1)  Deferred Compensation Plan of HII       Form 10-K for the year         1-7629          10(d)(3)
           (effective as of January 1, 1991)       ended December 31, 1990                                

*10(j)(2)  First Amendment to Exhibit 10(j)(1)     Form 10-K for the year         1-7629          10(j)(2)
           (effective as of January 1, 1991)       ended December 31, 1991                                

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                                                       REPORT OR                 SEC FILE OR                
EXHIBIT                                               REGISTRATION               REGISTRATION     EXHIBIT   
  NO.              DESCRIPTION                          STATEMENT                   NUMBER       REFERENCE  
--------           -----------                        -------------             --------------  ----------- 
                                                                                                            

*10(j)(3)  Second Amendment to Exhibit               Form 10-Q for the quarter      1-7629          10(g)   
           10(j)(1) (effective as of March 30,       ended March 31, 1992                                   
           1992)                                                                                            

*10(j)(4)  Third Amendment to Exhibit 10(j)(1)       Form 10-K for the year         1-7629          10(j)(4)
           (effective as of June 2, 1993)            ended December 31, 1993                                

*10(j)(5)  Fourth Amendment to Exhibit 10(j)(1)      Form 10-K for the year         1-7629          10(j)(5)
           (effective as of December 1, 1993)        ended December 31, 1993                                

*10(j)(6)  Fifth Amendment to Exhibit 10(j)(1)       Form 10-K for the year         1-7629          10(j)(6)
           (effective as of September 7, 1994)       ended December 31, 1994                                

*10(j)(7)  Sixth Amendment to Exhibit 10(j)(1)       Form 10-Q for the quarter      1-7629          10(b)   
           (effective as of August 1, 1995)          ended June 30, 1995                                    

*10(j)(8)  Seventh Amendment to Exhibit              Form 10-Q for the quarter      1-7629          10(d)   
           10(j)(i) (effective as of December 1,     ended June 30, 1996                                    
           1995)                                                                                            

*10(k)(1)  Long-Term Incentive Compensation          Form 10-Q for the quarter      1-7629          10(c)   
           Plan of HII (effective as of January 1,   ended June 30, 1989                                    
           1989)                                                                                            

*10(k)(2)  First Amendment to Exhibit 10(k)(1)       Form 10-K for the year         1-7629          10(f)(2)
           (effective as of January 1, 1990)         ended December 31, 1989                                

*10(k)(3)  Second Amendment to Exhibit               Form 10-K for the year         1-7629          10(k)(3)
           10(k)(1) (effective as of December 22,    ended December 31, 1992                                
           1992)                                                                                            

*10(l)     Form of stock option agreement for        Form 10-Q for the quarter      1-7629          10(h)   
           nonqualified stock options granted        ended March 31, 1992                                   
           under HII's 1989 Long-Term Incentive                                                             
           Compensation Plan                                                                                

*10(m)     Form of restricted stock agreement        Form 10-Q for the quarter      1-7629          10(i)   
           for restricted stock granted under HII's  ended March 31, 1992.                                  
           1989 Long-Term Incentive                                                                         
           Compensation Plan                                                                                

*10(n)(1)  1994 Long-Term Incentive                  Form 10-K for the year         1-7629          10(n)(1)
           Compensation Plan of HII (effective       ended December 31, 1993                                
           as of January 1, 1994)                                                                           

*10(n)(2)  Form of Stock Option Agreement for        Form 10-K for the year         1-7629          10(n)(2)
           Nonqualified Stock Options Granted        ended December 31, 1993                                
           under HII's 1994 Long-Term Incentive                                                             
           Compensation Plan                                                                                

*10(o)(1)  Savings Restoration Plan of HII           Form 10-K for the year         1-7629          10(f)   
           (effective as of January 1, 1991)         ended December 31, 1990                                

*10(o)(2)  First Amendment to Exhibit 10(o)(1)       Form 10-K for the year         1-7629          10(l)(2)
           (effective as of January 1, 1992)         ended December 31, 1991                                

*10(p)     Director Benefits Plan, effective as of   Form 10-K for the year         1-7629          10(m)   
           January 1, 1992                           ended December 31, 1991                                


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                                                    REPORT OR                 SEC FILE OR                
EXHIBIT                                            REGISTRATION               REGISTRATION     EXHIBIT   
  NO.              DESCRIPTION                       STATEMENT                   NUMBER       REFERENCE  
--------           -----------                     -------------             --------------  ----------- 
                                                                                                         

*10(q)(1)  Executive Life Insurance Plan of HII   Form 10-K for the year         1-7629          10(q)   
           (effective as of January 1, 1994)      ended December 31, 1993                                

*10(q)(2)  First Amendment to Exhibit 10(q)       Form 10-Q for the quarter      1-7629          10(e)   
           (effective as of January 1, 1994)      ended June 30, 1995                                    

*10(r)     Employment and Supplemental            Form 10-Q for the quarter      1-7629          10(f)   
           Benefits Agreement between HL&P        ended March 31, 1987                                   
           and Hugh Rice Kelly                                                                           

*10(s)(1)  Houston Industries Incorporated        Form 10-K for the year         1-7629          10(s)(4)
           Savings Trust (As Amended and          ended December 31, 1995                                
           Restated Effective July 1, 1995)                                                              

*10(s)(2)  Note Purchase Agreement between        Form 10-K for the year         1-7629          10(j)(3)
           HII and the ESOP Trustee, dated as of  ended December 31, 1990                                
           October 5, 1990                                                                               

*10(t)     Agreement dated June 6, 1994           HII's Form 10-Q for the        1-7629          10(a)   
           between HII and Don D. Jordan          quarter ended June 30,                                 
                                                  1994                                                   

*10(u)     Agreement dated June 6, 1994           HII's Form 10-Q for the        1-7629          10(b)   
           between HII and Don D. Sykora          quarter ended June 30,                                 
                                                  1994                                                   

*10(v)     Letter Agreement between HII and       HII's Form 10-K for the        1-7629          10(v)   
           Jack Trotter                           year ended December 31,                                
                                                  1994                                                   

*10(w)     Employment Agreement dated             Form 10-K for the year         1-3187          10(t)   
           April 5, 1993 between HL&P and         ended December 31, 1994                                
           William T. Cottle                                                                             

*10(x)(1)  Stockholder's Agreement dated as of    Schedule 13-D dated July       5-19351         2       
           July 6, 1995 between HII and Time      6, 1995                                                
           Warner Inc.                                                                                   

*10(x)(2)  Registration Rights Agreement dated    Schedule 13-D dated July       5-19351         3       
           as of July 6, 1995 between HII and     6, 1995                                                
           Time Warner Inc.                                                                              

 10(x)(3)  Amendment to Exhibits 10(x)(1) and     HII's Form 10-K dated          1-7629          10(x)(3)
           10(x)(2) dated November 18, 1996       March 20, 1997                                         

*10(x)(4)  Certificate of Voting Powers,          Schedule 13-D dated July       5-19351         4       
           Designations, Preferences and          6, 1995                                                
           Relative Participating, Optional or                                                           
           Other Special Rights, and                                                                     
           Qualifications, Limitations or                                                                
           Restrictions Thereof of Series D                                                              
           Convertible Preferred Stock of Time                                                           
           Warner Inc.                                                                                   

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                                                  REPORT OR                 SEC FILE OR               
EXHIBIT                                          REGISTRATION               REGISTRATION     EXHIBIT  
  NO.             DESCRIPTION                      STATEMENT                   NUMBER       REFERENCE 
--------          -----------                    -------------             --------------  -----------
                                                                                                      

*10(y)    Houston Industries Incorporated       HII's Form 10-K for the        1-7629          10(7)  
          Executive Deferred Compensation       year ended December 31,                               
          Trust, effective as of December 19,   1995                                                  
          1995                                                                                        

*10(z)    Agreement dated June 14, 1991         HII's Form 10-K for the        1-7629          10(aa) 
          between HII and David M.              year ended December 31,                               
          McClanahan                            1995                                                  

*10(aa)   Supplemental Pension Agreement        Registration Statement on      333-11329       10(aa) 
          dated July 17, 1996, between HII and  Form S-4                                              
          Lee W. Hogan                                                                                

*10(bb)   Consulting Agreement dated            HII's Form 10-K dated          1-7629          10(bb) 
          January 14, 1997, between HII and     March 20, 1997                                        
          Milton Carroll                                                                              

*10(cc)   Employment Agreement dated            HII's Form 10-K dated          1-7629          10(cc) 
          February 25, 1997, between HII and    March 20, 1997                                        
          Don D. Jordan                                                                               

*10(dd)   Employment Agreement dated            HL&P's Form 10-Q for           1-3187          10     
          September 16, 1996 between HL&P       the quarter ended                                     
          and Charles R. Crisp                  September 30, 1996                                    

*10(ee)   Deferred Stock Appreciation           NorAm's Form 10-K for          1-3751          10.2   
          Agreement                             the year ended December                               
                                                31, 1988                                              

*10(ff)   Deferred Stock Appreciation           NorAm's Form 10-K for          1-3751          10.3   
          Agreement                             the year ended December                               
                                                31, 1988                                              

*10(gg)   Executive Supplemental Medical Plan   NorAm's Proxy Statement,       1-3751          Page 13
                                                Annual Meeting of                                     
                                                Stockholders, dated                                   
                                                May 12, 1987                                          

*10(hh)   1982 Nonqualified Stock Option Plan   NorAm's Form S-8 dated         2-84830                
          with Appreciation Rights              July 1, 1983                                          

*10(ii)   Nonqualified Executive Disability     NorAm's Form 10-K for          1-3751          10.6   
          Income Plan                           the year ended December                               
                                                31, 1988                                              

*10(jj)   Nonqualified Unfunded Executive       NorAm's Form 10-K for          1-3751                 
          Supplemental Income Retirement Plan   the year ended December                               
                                                31, 1988                                              

*10(kk)   Unfunded Nonqualified Retirement      NorAm's Form 10-K for          1-3751          10.10  
          Income Plan                           the year ended December                               
                                                31, 1985                                              

*10(ll)   Annual Incentive Award Plan           As maintained in the files     1-3751                 
                                                of the Commission                                     

*10(mm)   Long-Term Incentive Compensation      NorAm's Form S-8 dated         33-10806               
          Plan                                  December 12, 1986                                     


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                                                   REPORT OR                 SEC FILE OR               
EXHIBIT                                           REGISTRATION               REGISTRATION     EXHIBIT  
  NO.             DESCRIPTION                       STATEMENT                   NUMBER       REFERENCE 
--------          -----------                     -------------             --------------  -----------
                                                                                                       
*10(nn)   Service Agreement, by and between      NorAm's Form 10-K for          1-3751          10.20  
          Mississippi River Transmission         the year ended December                               
          Corporation and Laclede Gas            31, 1989                                              
          Company, dated August 22, 1989                                                               

*10(oo)   Agreement and Plan of Merger, dated    NorAm's Registration           33-27428          A    
          as of July 1990, between NorAm         Statement on Form S-4                                 
          Energy Corp., Diversified Energies,                                                          
          Inc. and Minnegasco, Inc.                                                                    

*10(pp)   Incentive Equity Plan                  NorAm's Proxy Statement,       1-3751       Appendix B
                                                 Annual Meeting of                                     
                                                 Stockholders, dated                                   
                                                 May 10, 1994                                          

*10(qq)   Non-Employee Director Restricted       NorAm's Proxy Statement,       1-3751       Appendix D
          Stock Plan                             Annual Meeting of                                     
                                                 Stockholders, dated                                   
                                                 May 10, 1994                                          

*10(rr)   Severance Agreement for each of the    NorAm's Form 10-Q for          1-3751          99.2   
          Chief Executive Officers and the four  the quarter ended June 30,                            
          most highly compensated executive      1996                                                  
          officers of NorAm (T. Milton Honea,                                                          
          Charles M. Oglesby, Michael B.                                                               
          Bracy, William A. Kellstrom, Hubert                                                          
          Gentry, Jr.)  and for 10 other                                                               
          executive officers of NorAm                                                                  

21        Subsidiaries of Houston                                                                      

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SIGNATURE 

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this application for registration   
(or registration statement) to be signed on its behalf by the undersigned,      
thereunto duly authorized.                                                      

               HOUSTON INDUSTRIES INCORPORATED

Date: August 20, 1997           By: /s/ Rufus S. Scott                          
                       ---------------------------------
    Rufus S. Scott
                            Vice President, Deputy General Counsel
                             and Assistant Corporate Secretary

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-B12B’ Filing	Date	First	Last	Other Filings

Filed on:	8/21/97
	8/20/97	12
	8/6/97	2		8-K
	8/5/97	3
	7/10/97	2
	3/20/97	3	10	10-K405
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	9/16/96	10
	9/4/96	3		S-4
	8/11/96	3		8-K
	8/9/96	3
	7/17/96	10
	6/30/96	6	8	10-Q
	5/22/96	3
	12/31/95	4	9	10-K405
	12/19/95	10
	12/1/95	7
	8/1/95	6	8
	7/6/95	9
	7/1/95	4	9
	6/30/95	6	9	10-Q
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	12/31/94	5	9	10-K405
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	6/6/94	9
	5/10/94	11
	1/1/94	8	9
	12/31/93	4	9	10-K
	12/1/93	8
	7/1/93	4
	6/30/93	3
	6/2/93	7	8
	5/11/93	3
	4/5/93	9
	3/31/93	4
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	1/1/93	6
	12/31/92	5	8
	11/4/92	5	6
	10/1/92	4
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	3/30/92	5
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Filing Submission 0000899243-97-001682 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Centerpoint Energy Houston Electric LLC – ‘8-B12B’ on 8/21/97

As of: Thursday, 8/21/97 · Accession #: 899243-97-1682 · File #: 1-03187

Previous ‘8-B12B’: ‘8-B12B’ on 7/30/97 · Latest ‘8-B12B’: This Filing

Registration of Securities of a Successor Issuer — Form 8-BFiling Table of Contents

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Registration of Securities of a Successor Issuer — Form 8-B
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