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                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                                    FORM U-57

                 NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS

                        Filed under Section 33(a) of the

             Public Utility Holding Company Act of 1935, as amended

        ELECTRIFICADORA DEL CARIBE S.A. E.S.P. AND ELECTRIFICADORA DE LA
                           COSTA ATLANTICA S.A. E.S.P.
         ...............................................................
                            (Name of foreign company)

                         HOUSTON INDUSTRIES INCORPORATED
  .............................................................................
    (Name of filing company, if filed on behalf of a foreign utility company)

Item 1

        STATE THE NAME OF THE ENTITY CLAIMING FOREIGN UTILITY COMPANY STATUS,
        ITS BUSINESS ADDRESS, AND A DESCRIPTION OF THE FACILITIES USED FOR THE
        GENERATION, TRANSMISSION, AND DISTRIBUTION OF ELECTRIC ENERGY FOR SALE
        OR FOR THE DISTRIBUTION AT RETAIL OF NATURAL OR MANUFACTURED GAS. TO THE
        EXTENT KNOWN, IDENTIFY EACH PERSON THAT HOLDS FIVE PERCENT OR MORE OF
        ANY CLASS OF VOTING SECURITIES OF THE FOREIGN UTILITY COMPANY AND
        DESCRIBE THE AMOUNT AND NATURE OF THE INTEREST.

        The names of the entities claiming foreign utility company status are: 
Electrificadora del Caribe S.A. E.S.P. ("Caribe") and Electrificadora de la
Costa Atlantica S.A. E.S.P. ("Costa"). Caribe and Costa are organized under the
laws of the Republic of Colombia. The business addresses of the entities are as
follows: Caribe, Via 40, #79-170, Barranquilla, Colombia; and Costa, Planta
Cospique Mammonal, Cartegena, Colombia.

        Based on information furnished by Credit Suisse First Boston Corporation
and Inverlink S.A., as financial advisors to the Republic of Colombia for the
privatizations of Caribe and Costa, Caribe is an electrical distribution company
serving the geographic area comprising the four departments of Guajira,
Magdalena, Cesar and Atlantico, including the city of Barranquilla, Colombia,
and Costa is an electrical distribution company serving the geographic area
comprising the three departments of Cordoba, Sucre and Bolivar, including the
city of Cartagena. Caribe's facilities include approximately 10,425 kilometers
of lines ranging from 110 kV to 13.8 kV, and 93 substations, and the company
serves approximately 598,008 customers. Costa's facilities include
approximately 8,186 kilometers of lines ranging from 110 kV to 13.8 kV, and 86
substations, and the company services approximately 466,207 customers.

        Sixty-five percent of the voting capital of Caribe, less one share, 
will be held by Caribe Energy Holdings, Ltd., a company organized under the 
laws of the Cayman Islands ("CEH"). Sixty-five percent of


                                      - 1 -

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the voting capital of Costa, less one share, will be held by CEH. Fifty percent
of the voting capital of CEH will be held by HIE Caribe Energy 2 Ltd., a company
organized under the laws of the Cayman Islands ("HIEC"), and 50 percent of the
voting capital of CEH will be held by EDC Energy Ventures Distribucion Colombia,
a company organized under the laws of the Cayman Islands, and a wholly-owned
subsidiary of Corporacion EDC, S.A.C.A. HIEC will own one share in Caribe and
one share in Costa.

        The remaining 35 percent interests in each of Caribe and Costa will be 
held by one or more instrumentalities of the Republic of Colombia. These 35
percent minority shareholdings will be allocated as follows: For Caribe,
Electrificadora de Cesar S.A. E.S.P. - 12.50%; Electrificadora del Atlantico
S.A. E.S.P. - 53.10%; Electrificadora de la Guajira S.A. E.S.P. - 9.00%;
Electrificadora del Magdalena S.A. E.S.P. - 24.90%; and Corporacion Electrica de
la Costa Atlantica - 0.50%. For Costa, Electrificadora de Bolivar S.A. E.S.P. -
46.20%; Electrificadora de Cordoba S.A. E.S.P. - 28.40%; Electrificadora de
Sucre S.A. E.S.P. - 17.20%; Empresa de Energia Electrica de Magangue S.A. E.S.P.
- - 7.00%; and Corporacion Electrica de la Costa Atlantica - 1.20%.


Item 2

        STATE THE NAME OF ANY DOMESTIC ASSOCIATE PUBLIC UTILITY COMPANY AND, IF
        APPLICABLE, ITS HOLDING COMPANY, AND A DESCRIPTION OF THE RELATIONSHIP
        BETWEEN THE FOREIGN UTILITY COMPANY AND SUCH COMPANY, AND THE PURCHASE
        PRICE PAID BY ANY SUCH DOMESTIC ASSOCIATE PUBLIC UTILITY COMPANY FOR ITS
        INTEREST IN THE FOREIGN UTILITY COMPANY.

        The names of the domestic associate public utility companies are Houston
Lighting & Power Company, an operating division of Houston Industries
Incorporated, a Texas corporation ("HI"), and NorAm Energy Corp., a Delaware
corporation ("NorAm"). NorAm is a wholly owned subsidiary of HI. HI also owns
all of the outstanding voting stock of Houston Industries Energy, Inc., a
Delaware corporation ("HI Energy"). HI Energy owns all of the outstanding voting
stock of HIEC. As described in Item 1, HIEC owns 50 percent of the outstanding
voting stock of CEH, giving HI Energy and its subsidiary an indirect interest in
each of Caribe and Costa of 32.5 percent. No portion of the purchase price for
the interests in Caribe or Costa will be paid by HI or NorAm.



                                      - 2 -

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                                    EXHIBIT A


        State certificates required under Section 33(a)(2) of the Public Utility
Holding Company Act of 1935, as amended, have been received from the commissions
of Texas, Arkansas, Louisiana, Mississippi, Minnesota and Oklahoma, and are
attached hereto as Exhibit A.


                                    SIGNATURE


The undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.

                                HOUSTON INDUSTRIES INCORPORATED



                                By:    /s/ Mary P. Ricciardello
                                   -----------------------------------
                                       Mary P. Ricciardello
                                       Vice President and Comptroller
                                       (Principal Accounting Officer)


Date: August 10, 1998




                                      - 3 -

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                                  EXHIBIT 99.a


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              CERTIFICATE OF THE PUBLIC UTILITY COMMISSION OF TEXAS
                          UNDER SECTION 33(a)(2) OF THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935



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               [Letterhead of Public Utility Commission of Texas]

                                November 12, 1992




Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C.  20549

Dear Mr. Katz:

         Houston Lighting & Power Company (HL&P), a subsidiary of Houston
Industries Incorporated (HII), a Texas corporation, has advised this Commission
that HII is considering participation in the privatization of EDELAP S.A., an
Argentine public utility company (EDELAP) and that HII may in the future
consider participation in other such activities with respect to foreign public
utility companies. In connection with such activities, HL&P has requested that
the Public Utility Commission of Texas (the Commission) provide to you the
certificate contemplated in Section 33(a)(2) of the Public Utility Holding
Company Act of 1935 (15 U.S.C. 79 et. seq.), which section was added to that Act
by Section 715 of the Energy Policy Act of 1992.

         As the State Commission having jurisdiction over the retail electric
rates of HII's public utility subsidiary, HL&P, please be advised that this
Commission:

                  (i)      has the authority and resources to protect the
                           ratepayers of HL&P; and

                  (ii)     intends to exercise such authority.

         This certification is considered applicable with respect to an
acquisition of an interest in EDELAP and as to other foreign utility companies
in which HII seeks to obtain an ownership interest, but such certification is
expressly conditioned on and is subject to being revised or withdrawn by this
Commission as to any future acquisition. Houston Lighting & Power Company has
represented that they will timely inform this Commission of any efforts by HII
to seek an ownership interest in other foreign utility companies.

                                       Sincerely,

                                       /s/ ROBERT W. GEE

                                       Robert W. Gee
                                       Chairman


BJS/ah
cc:      William C. Weeden
         Office of Public Utility Regulation
         Securities and Exchange Commission


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                      CERTIFICATE OF THE STATE OF ARKANSAS
                          UNDER SECTION 33(a)(2) OF THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935




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               [Letterhead of Arkansas Public Service Commission]



                                October 22, 1997





VIA FEDERAL EXPRESS

Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C.  20549

Dear Mr. Katz:

         Houston Industries ("HI"), the parent company of NorAm Energy
Corporation ("NorAm"), has requested that the Arkansas Public Service Commission
("APSC") provide to you a certificate of its authority pursuant to Section
33(a)(2) of the Public Utility Holding Company Act of 1935, as amended, to
protect the ratepayers of Arkla, a division of NorAm ("Arkla"), in the event
that HI invests no more than one hundred percent (100%) of HI's consolidated
retained earnings at such time any such investment is made (the "Investment
Limit") in foreign utility companies ("FUCOs").

         The APSC hereby certifies that it has the authority and resources to
protect Arkla ratepayers from any effect of HI's investment in FUCOs and intends
to exercise that authority in the event that HI invests no more than the
Investment Limit in FUCOs, subject to the terms of the Stipulation and Agreement
entered into by and among HI, NorAm, Arkla and the APSC on October 22, 1997.

                                       Sincerely,

                                       /s/  LAVENSKI R. SMITH
                                       Lavenski R. Smith, Chairman

                                       /s/  SAM I. BRATTON
                                       Sam I. Bratton, Jr., Commissioner

                                       /s/  JULIUS D. KEARNEY
                                       Julius D. Kearney, Commissioner


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                     CERTIFICATE OF THE STATE OF LOUISIANA
                          UNDER SECTION 33(a)(2) OF THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


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               [Letterhead of Louisiana Public Service Commission]



                                January 22, 1997




Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  30549

Dear Mr. Katz:

         Arkla and Entex, divisions of NorAm Energy Corp., a Delaware
corporation, are public utilities subject to the jurisdiction of the Louisiana
Public Service Commission ("Commission"). At its Business and Executive meeting
on December 18, 1996, the Commission voted to not oppose the merger of Houston
Industries Incorporated ("HI"), Houston Lighting and Power Company ("HL&P"), HI
Merger, Inc. and NorAm Energy Corp. ("HI/NorAm merger"). Following consummation
of the merger, NorAm will be affiliated with Houston Industries Energy, Inc., a
subsidiary of HI.

         Arkla and Entex have advised the Commission that following final
consummation of the HI/NorAm merger, NorAm and Houston Industries Energy, Inc.
are considering acquiring an interest in one or more foreign utility companies
("FUCOS"), including FUCOS in Latin America, the Caribbean, the United Kingdom,
Europe and Asia. In connection with such acquisitions, Arkla and Entex have
requested the Commission to provide you the certification as provided for in
Section 33(a)(2) of the Public Utility Holding Company Act of 1935, which was
added to that Act by Section 715 of the Energy Policy Act of 1992.

         The Commission has jurisdiction over the retail gas rates of Arkla and
Entex. Both NorAm and Entex are divisions of NorAm Energy Corp., and upon
consummation of the HI/NorAm merger, will both become affiliates of Houston
Industries Energy, Inc. The Commission hereby verifies that it:

         (1)      has the authority and the resources to protect the ratepayers
of Louisiana subject to its jurisdiction; and

         (2)      intends to exercise such authority.

         This certification is intended to be effective only upon approval and
consummation of the HI/NorAm merger. In addition, certification is applicable
with respect to acquisitions of interest in such future FUCO ventures in which
NorAm, Houston Industries Energy, Inc. or their affiliates may seek to obtain an
ownership interest. This certification is expressly conditioned on and is
subject to being revised or withdrawn by the Commission as to any further
acquisitions. Arkla and Entex have represented that they will timely inform this
Commission of any acquisitions by NorAm, Houston Industries Energy, Inc. or
their affiliates of ownership interest in foreign utility companies.

                                       Sincerely,

                                       /s/  LAWRENCE G. ST. BLANC
                                       Lawrence G. St. Blanc
                                       Executive Secretary
                                       Louisiana Public Service Commission

cc:      Office of Public Utility Regulation
         Securities and Exchange Commission


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                     CERTIFICATE OF THE STATE OF MISSISSIPPI
                          UNDER SECTION 33(a)(2) OF THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


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              [Letterhead of Mississippi Public Service Commission]



                                October 21, 1996




Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

Dear Mr. Katz:

         Entex, a division of NorAm Energy Corp. ("NorAm"), a Delaware
corporation, has advised this Commission that NorAm and NorAm's affiliates are
considering participation and investment in various foreign utility company
ventures including the privatization of Gas Natural in Colombia by EcoPetrol,
the government-owned energy entity in that country, and other local distribution
systems or natural gas projects in that region involving transmission pipelines,
marketing, gathering and processing enterprises. In connection with such
activities, NorAm has requested the Mississippi Public Service Commission
("Commission") to provide you the certification contemplated in Section 33(a)(2)
of the Public Utility Holding Company Act of 1935 (15 U.S.C. 79 et seq.), which
section was added to that Act by Section 715 of the Energy Policy Act of 1992.

         As the State Commission having jurisdiction over the retail gas rates
of the Mississippi Natural Gas Public Utility Division of NorAm, the commission
hereby certifies that it

         (i)      has the authority and resources to protect the ratepayers of
                  Mississippi, and

         (ii)     intends to exercise such authority.

         This certification is intended to be applicable with respect to an
acquisition of an interest in Gas Natural and such other foreign utility company
ventures in which NorAm or its current or future affiliates may seek to obtain
an ownership interest, but is conditioned on and subject to being revised or
withdrawn by this commission as to any future acquisitions. NorAm has
represented that it will timely inform this Commission, prior to acquisitions by
NorAm or its affiliates of ownership interest in other foreign utility
companies.

                                       Sincerely,

                                       /s/  NIELSEN COCHRAN


                                       Chairman
                                       Mississippi Public Service Commission

cc:      Office of Public Utility Regulation
         Securities and Exchange Commission






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                      CERTIFICATE OF THE STATE OF MINNESOTA
                          UNDER SECTION 33(a)(2) OF THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


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                   [Letterhead of Jones, Day, Reavis & Pogue]



                                  June 4, 1997





VIA FEDERAL EXPRESS


Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Mr. Katz:

         Minnegasco, a Division of NorAm Energy Corp., is a public utility
subject to the jurisdiction of the Minnesota Public Utilities Commission
("MPUC"). Currently pending is the proposed merger of Houston Industries
Incorporated ("HI"), Houston Lighting & Power Company ("HL&P"), HI Merger, Inc.
and NorAm Energy Corp. ("NorAm"). Following receipt of all required approvals
and consummation of that merger, Minnegasco, a Division of NorAm, will be
affiliated with Houston Industries Energy, Inc. ("HIE"), a subsidiary of HI.

         Minnegasco has advised the MPUC that NorAm is considering acquiring an
interest in one or more foreign utility companies ("FUCOs"), including FUCOs in
Latin America, with a total investment not to exceed $100 million. Minnegasco
has also advised the MPUC that following approval and final consummation of the
HI/NorAm merger, HIE is considering acquiring an interest in one or more FUCOs,
including FUCOs in Latin America, the Caribbean, the United Kingdom, Europe and
Asia, with a total investment not to exceed $500 million. This amount is in
addition to HIE's existing FUCO investment and the $100 million in possible
NorAm FUCO investments.

         In connection with such acquisitions, Minnegasco asked the MPUC to
provide the certifications contemplated in Section 33(a)(2) of the Public
Utility Holding Company Act of 1935, which was added to the Act by Section 715
of the Energy Policy Act of 1992. The MPUC has provided such certifications
regarding the above-described FUCO investments in its Order Granting
Certification with Conditions, dated March 14, 1997, in Docket No.
G-008/S-96-1149 (regarding NorAm investments) and in its Order Granting
Certification with Conditions, dated March 14, 1997, in Docket No.
G-008/S-96-1581 (regarding HIE investments). A certified copy of these two
orders is enclosed with this letter.

         Please call me at (312) 269-1546 if you have any questions.

                                       Very truly yours,

                                       /s/  PAUL T. RUXIN

                                       Paul T. Ruxin
Enclosures


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                       CERTIFICATION OF COMMISSION ORDERS



I hereby certify and affirm that the attached Order Granting Certification with
Conditions, dated March 14, 1997, in Docket No. G-008/S-96-1149 and the Order
Granting Certification with conditions, dated March 14, 1997, In Docket No.
G-008/S-96-1581 are true and correct copies of the original orders issued by the
Minnesota Public Utilities Commission.

                                       /s/ Burt W. Haar
                                       ---------------------------------
                                       Burt W. Haar, Executive Secretary

April 4, 1997

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                BEFORE THE MINNESOTA PUBLIC UTILITIES COMMISSION

                Edward A. Garvey
                Joel Jacobs                      Commissioner
                Marshall Johnson                 Commissioner
                MacMcCollar                      Commissioner
                Don Storm                        Commissioner

In the Matter of a Petition by Minnegasco, a     ISSUE DATE:  March 14, 1997
Division of NorAm Energy Corp., for
Minnesota Public Utilities Commission            DOCKET NO. G-008/S-96-1149
Certification to Invest in a Foreign Utility
under 15 U.S.C. Section 79z-5b                   ORDER GRANTING CERTIFICATION
                                                     WITH CONDITIONS

                               PROCEDURAL HISTORY

On October 1, 1996, Minnegasco, a Division of NorAm Energy Corp. filed a request
for Commission certification to the Securities Exchange Commission (SEC)
regarding NorAm's proposed investment in foreign utilities.

On October 31, 1996, the Department of Public Service (the Department) filed
comments recommending certification with certain conditions.

On February 20, 1997, Minnegasco filed its Unilateral Stipulation and Promise.

On February 20, 1997, the matter came before the Commission for consideration.

                            FINDINGS AND CONCLUSIONS

I.       THE FEDERAL ENERGY POLICY ACT OF 1992

The federal Energy Policy Act of 1992 was signed into law on October 24, 1992.
Among other things, the Act exempts from the provisions of the Public Utilities
Holding Company Act ("PUHCA) a new class of utility, the foreign utility
company. Foreign utility companies may be exempt from PUHCA requirements even if
they are subsidiaries or affiliates of a state-regulated holding company or
public utility. This exemption from PUHCA requirements applies only if every
state commission with jurisdiction over the public utility certifies to the SEC
that the commission:

o        has the authority and the resources to protect ratepayers subject to
         its jurisdiction; and

o        intends to exercise its authority


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II.      THE MINNEGASCO PETITION

Minnegasco requested Commission certification for NorAm's proposed investments
in foreign utility companies, including but not limited to projects involving
various Latin American natural gas distribution systems, transmission pipelines,
and marketing, gathering, and processing enterprises. NorAm is currently
considering investing approximately $100 million (amounting to 2.7% of NorAm's
consolidated assets and 4.5% of NorAm's total capitalization) in the Latin
American gas projects. Although details of the projects have not been finalized,
NorAm is considering investment in Gas Natural, S.A. in Colombia. NorAm stated
that its current or future affiliates will inform the Commission prior to
acquisition of ownership in other foreign utility companies.

Minnegasco stated that its Minnesota property will not be encumbered to secure
any indebtedness associated with the foreign investment. According to
Minnegasco, NorAm's foreign investments will have no impact on Minnegasco's
rates and services or on its utility operations in Minnesota.

III.     COMMENTS OF THE DEPARTMENT

The Department stated that the interest in foreign utilities will be owned by a
separate NorAm subsidiary corporation, thereby insulating Minnegasco from any
transactions or potential liabilities of the foreign investment. Any potential
change in the capital structure of NorAm would be minimal. The proposed
acquisitions are too small, in comparison to NorAm's total assets and total
capitalization, to jeopardize NorAm's financial health.

The Department stated that the proposed foreign investments will have no impact
on Minnegasco's regulated capital structure. The Commission has the authority to
establish a hypothetical rate case capital structure for Minnegasco, if
appropriate.

The Department predicted that the proposed foreign investment will have no
direct impact on Minnegasco's gas distribution operations. Minnegasco's
customers will see no change in their day-to-day utility service as a result of
the acquisitions.

The Department recommended that the Commission find that it has the authority to
protect ratepayers within its jurisdiction, and the intent and resources to
exercise the authority. The Department recommended that the Commission condition
its certification as follows:

1.       The certificate is limited to the proposed NorAm investments in this
         filing.

2.       NorAm shall provided advance notification of any other intent to
         acquire an interest in foreign utility companies and obtain separate
         certification for any such additional investments.

3.       NorAm will not encumber any Minnesota property because of these foreign
         investments.

4.       NorAm shall file with the Commission:

         o        copies of the required reports relating to NorAm's foreign
                  utility company investments filed with the SEC at the time it
                  files these reports with the SEC: and

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         o        an annual report on NorAm's foreign utility company investment
                  to be filed one year from the date of Commission approval

5.       The annual report filed according to the above paragraph shall contain
         the following information:

         o        the total foreign investment, including specific projects

         o        a list of all outstanding bonds issued since the Company
                  agreed to acquire foreign investments

         o        NorAm's capital structure, including short term debt

6.       The certificate is conditioned on and subject to being removed or
         withdrawn by the Commission as to any future foreign utility company
         investments if the Commission deems such action is warranted.

IV.      COMMISSION ACTION

After examining the facts presented in the Company's petition and the
Department's comments, the Commission finds that it has the authority and
resources to protect ratepayers, and that it intends to exercise its authority
for ratepayer protection.

         A.       THE COMMISSION'S AUTHORITY TO PROTECT RATEPAYERS

The Commission has the authority under Minn. Stat. Sections 216B.03, 216B.08,
and 216B.16 to set just and reasonable rates for Minnegasco and Minnegasco's
ratepayers. The Commission will review expenses submitted in Minnegasco's next
general rate case to determine their prudence and reasonableness. The Commission
has the statutory authority to disallow any cost if disallowance is necessary to
insulate Minnegasco ratepayers from any improper cost allocations stemming from,
or other harmful effects of, NorAm's foreign investment.

In previous requests for SEC certification regarding foreign utility investment,
the Commission has made similar findings regarding the Commission's authority to
protect ratepayers.(1)

- -------- 

(1) See, for example, In the Matter of a Petition by UtiliCorp, United Inc. for
Minnesota Public Utilities Commission Certification to Invest in a Foreign
Utility under 15 U.S.C. Section 79z-5b, Docket No. G-001/S-94-907, ORDER
GRANTING CERTIFICATION SUBJECT TO LIMITATIONS AND CONDITIONS (November 30,
1994).


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Since the last time the Commission addressed a request for certification,
however, the Minnesota Supreme Court has issued a decision in another proceeding
which relates to certain aspects of the Commission's authority to regulate
Minnegasco. Minnegasco et al v. MPUC, 549 N.W. 2d 904 (Minn. 1996). In that
decision, the Supreme Court found that the Commission did not have the authority
to preclude a Minnegasco unregulated affiliate's uncompensated use of
Minnegasco's good will. The Court also reversed the Commission's decision
regarding the allocation of certain costs incurred by the unregulated affiliate.

In order to address any concerns in this docket which might arise from the
Court's decision in Minnegasco et al v. MPUC, Minnegasco filed its Unilateral
Stipulation and Promise.

In the Stipulation, Minnegasco made a number of statements which touch upon the
Commission's authority to protect ratepayers. The main issues addressed by
Minnegasco are as follows:

o        Neither Minnegasco, nor any current or future subsidiary or affiliate,
         will seek to recover from Minnegasco ratepayers, either directly or
         indirectly, any costs or expenses associated with foreign utility
         investment.

o        Minnegasco accepts that the Supreme Court's decision in Minnegasco et
         al v. MPUC: (1) is limited to its specific facts; (2) "speaks only to a
         utility's recovery of statutorily-mandated gas leak check costs and the
         imputation of royalty payments from an unregulated business to the
         regulated utility business in connection with the common use of the
         company's name"; (3) does not limit the Commission's authority over
         affiliate transactions under Minn. Stat. Section 216B.48; and (4) does
         not limit the Commission's authority under Minn. Stat. Section 216B.16
         to set just and reasonable rates and to disallow costs imprudently
         incurred.

o        Minnegasco will not challenge the Commission's authority to disallow
         imprudent costs, including allocations of joint and common costs
         between a utility and affiliate, or to impute revenues when necessary
         to set just and reasonable rates.

o        If a court finds that the Commission lacks authority to consider
         imprudence (either on the part of the utility itself or in relation to
         any affiliate) in setting rates, any Commission certification to the
         SEC can be revoked by the Commission without Minnegasco's objection as
         to the Commission's authority to do so.

The Commission finds that the Minnegasco Stipulation is an appropriate
affirmation of the Commission's long-standing authority to protect ratepayers
within its jurisdiction.

The Commission finds that it clearly possesses the requisite authority to
protect ratepayers subject to its jurisdiction, as required for Commission
certification under 15 U.S.C. Section 79z-5b.

The Commission also finds that its authority will best be preserved if the
Commission sets certain conditions to its SEC certification. The Commission will
therefore condition the certification as requested by the Department, and will
add other conditions as enumerated in the ordering paragraphs

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of this Order. By placing these conditions and limitations upon the certificate,
the Commission ensures that its authority will protect ratepayers from any
adverse effects from the proposed-foreign investment.

         B.       THE COMMISSION'S INTENT TO EXERCISE ITS AUTHORITY

The Commission intends to exercise its authority, pursuant to Minn. Stat.
Sections 216B.03, 216B.08, and 216B.16, to protect the interests of Minnegasco's
ratepayers.

         C.       THE RESOURCES NECESSARY TO PROTECT RATEPAYERS.

The Commission finds that it has adequate staff and financial resources to
protect Minnesota jurisdictional ratepayers from possible harm or liability
arising from NorAm's proposed foreign investment.

                                      ORDER

1.       The Commission certifies that it has the authority and resources to
         protect the ratepayers subject to its jurisdiction and that it intends
         to exercise that authority with respect to NorAm's proposed foreign
         investment.

         The Commission's certification is subject to the following conditions
         and limitations:

         a.       The certification is limited to the proposed NorAm investments
                  in this filing.

         b.       NorAm shall provide advance notification of any other intent
                  to acquire an interest in foreign utility companies and obtain
                  separate certification for any such additional investments.

         c.       NorAm will not encumber any Minnesota property because of
                  these foreign investments.

         d.       NorAm shall file with the Commission:

                  o        copies of the required reports relating to NorAm's
                           foreign utility company investments filed with the
                           SEC at the time it files these reports with the SEC;
                           and

                  o        an annual report on NorAm's foreign utility company
                           investment to be filed one year from the date of
                           Commission approval.

         e.       The annual report filed according to the above paragraph shall
                  contain the following information:


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                  o        the total foreign investment, including specific
                           projects

                  o        a list of all outstanding bonds issued since the
                           Company agreed to acquire foreign investments

                  o        NorAm's capital structure, including short term debt.

         f.       The certification is conditioned on and subject to being
                  removed or withdrawn by the Commission as to any future
                  foreign utility company investments if the Commission deems
                  such action is warranted.

         g.       NorAm will finance its foreign utility investments in such a
                  manner that the 5 percent limit applicable to transactions
                  involving the issuance of securities will not be violated.

         h.       Minnegasco, NorAm and its current or future affiliates will
                  inform the Commission in a timely manner of the acquisition of
                  any ownership in any foreign utility.

         i.       NorAm and its current and future affiliates will submit copies
                  of all reports filed with the SEC regarding foreign utility
                  investments.

         j.       NorAm and its current and future affiliates will file with the
                  Commission quarterly reports listing the total amount invested
                  in foreign utilities. In addition, the quarterly reports shall
                  list the total amount of HI's aggregate investments financed
                  through the issuances of then-outstanding securities and the
                  percent of HI's then-outstanding total capitalization.

         k.       The Commission, the Department, and the OAG shall have access
                  to the relevant books, records and financial statements (or
                  copies thereof) of NorAm's current and future affiliates doing
                  business with foreign utilities, to the extent necessary to
                  protect Minnegasco ratepayers.

         l.       Minnegasco will exclude from rate recovery all costs
                  associated with NorAm's and its current and future affiliates'
                  foreign investments.

         m.       Accounting procedures will be developed to assure that NorAm
                  and its current and future affiliates are adequately and
                  fairly compensated for any common or joints costs incurred for
                  the benefit of the foreign utility. Minnegasco will file a
                  report by May 1, 1998 that will describe these accounting
                  procedures. In addition, Minnegasco will include in all May 1
                  jurisdictional reports, a report summarizing common costs
                  charged to the foreign utility from NorAm and its current or
                  future subsidiaries.

         n.       Minnesota regulatory agencies' costs charged to Minnegasco for
                  the agencies, future review of foreign investment notification
                  and any related foreign investment

   19



                  compliance reviews will not be charged to Minnegasco's
                  jurisdictional customers. Minnegasco will allocate internal
                  time pursuant to the Cost Allocation Manual.

2.       The Commission accepts Minnegasco's Unilateral Stipulation dated
         February 20, 1997.

3.       This Order shall become effective immediately.

                                       BY ORDER OF THE COMMISSION

                                       /s/ JANET G. GONZALEZ, FOR

                                       Burl W. Haar
                                       Executive Secretary


(SEAL)

   20



                BEFORE THE MINNESOTA PUBLIC UTILITIES COMMISSION

                Edward A. Garvey                 Chair
                Joel Jacobs                      Commissioner
                Marshall Johnson                 Commissioner
                Mac McCollar                     Commissioner
                Don Storm                        Commissioner

In the Matter of the Petition of Minnegasco, a   ISSUE DATE:  March 14, 1997
Division of NorAm Energy Corp., for
Minnesota Public Utilities Commission            DOCKET NO. G-008/S-96-1581
Certification to Invest in a Foreign Utility
under 15 U.S.C. Section 79z-5b for Minnegasco's  ORDER GRANTING CERTIFICATION
Post-Merger Affiliate, Houston Industries            WITH CONDITIONS
Energy, Inc.


                               PROCEDURAL HISTORY

On December 1, 1996, Minnegasco, a Division of NorAm Energy Corp., filed a
request for Commission certification to the Securities Exchange Commission (SEC)
regarding proposed investment in foreign utilities. Minnegasco's request for
Minnesota certification was filed on behalf of Houston Industries, Inc. (HI),
whose subsidiary, Houston Industries Energy, Inc. (HIE), contemplated
significant foreign utility investment.

Minnegasco submitted the request on behalf of HIE because of the anticipated
merger between NorAm and HI in Docket No. G-008/PA-96-950. Since the filing of
the petition, the Commission has approved the merger in a February 24, 1997
Order, ORDER APPROVING MERGER SUBJECT TO CONDITIONS.

On January 9, 1997, the Department of Public Service (the Department) filed
comments recommending certification with certain conditions.

On February 20, 1997, Minnegasco filed its Unilateral Stipulation and Promise.

On February 20, 1997, the matter came before the Commission for consideration.

                            FINDINGS AND CONCLUSIONS

I.       THE FEDERAL ENERGY POLICY ACT OF 1992

The federal Energy Policy Act of 1992 was signed into law on October 24, 1992.
Among other things, the Act exempts from the provisions of the Public Utilities
Holding Company Act (PUHCA) a new class of utility, the foreign utility company.
Foreign utility companies may be exempt from

   21



PUHCA requirements even if they are subsidiaries or affiliates of a
state-regulated holding company or public utility. This exemption from PUHCA
requirements applies only if every state commission with jurisdiction over the
public utility certifies to the SEC that the commission:

o        has the authority and the resources to protect ratepayers subject to
         its jurisdiction; and

o        intends to exercise its authority.

II.      THE MINNEGASCO PETITION

Minnegasco requested Commission certification so that HIE may pursue post-merger
investments. Minnegasco asked for authority for HIE to invest up to $500 million
in as yet unspecified foreign utility investments. The lack of specificity is
necessary to preserve the Company's flexibility as it responds to fluid,
changing market opportunities.

To date, HIE has invested approximately $348 million (or approximately 3% of
HI's consolidated investments) in foreign utility investments. HIE is actively
evaluating further opportunities to acquire electric utility facilities being
privatized by foreign governments worldwide.

Minnegasco stated that HIE's investments in foreign utilities will impact only
HIE's capital structure and will have no impact on NorAm or on NorAm's gas
utility division. Neither NorAm nor HI will be financing the foreign investments
through the issuance of securities.

With the investments proposed in this docket and a companion docket,
G-008/S-96-1149, HI's and NorAm's combined post-merger foreign utility
investment would constitute approximately 8.5% of HI's post-merger consolidated
assets.

Minnegasco stated that statutory restrictions under PUHCA and the Energy Act of
1992 will assure that HIE's foreign investments will have no direct impact on
Minnegasco's gas distribution operations. As a result, Minnegasco's customers
will see no change in their day-to-day utility service.

III.     COMMENTS OF THE DEPARTMENT

The Department stated that HIE's proposed total foreign investment, compared to
its total capitalization, would be reasonable.

The Department stated that the interest in foreign utilities would be owned by
HI's separate subsidiary corporation; this corporate structure would effectively
insulate Minnegasco from any transactions or potential liabilities of the
foreign investment. The Department agreed with Minnegasco that Minnesota
customers would see no change in their day-to-day utility service as a result of
the acquisitions.

The Department recommended that, pursuant to 15 U.S.C. Section 79z-5b, the
Commission certify that it has the authority and resources to protect ratepayers
subject to its jurisdiction and that it intends to


   22

exercise its authority with respect to HIE's proposed investments in various
foreign utility projects. The Department recommended that the Commission
condition its certification as follows:

1.       The certification is limited to the proposed HIE foreign utility
         company investments in this filing up to $500 million, representing a
         total foreign utility company investment of 8.5 percent of the proposed
         post-merger capitalization of HI as filed in Docket No. G-008/PA-
         96-950.

2.       HI shall provide advance notification of any other intent to acquire an
         interest in foreign utility companies and obtain separate certification
         for any such additional investments.

3.       HI will not encumber any Minnesota property because of these foreign
         investments.

4.       HI shall file with the Commission:

         o        copies of the required reports relating to HI's foreign
                  utility company investments filed with the SEC at the time it
                  files these reports with the SEC; and,

         o        an annual report on HI's foreign utility company investment to
                  be filed one year from the date of Commission approval.

5.       The annual report filed according to the above paragraph shall contain
         the following information:

         o        the total foreign investment, including specific projects;

         o        a list of outstanding bonds issued since the Company agreed to
                  acquire foreign investments;

         o        HI's capital structure, including short term debt; and

         o        the ratio of HI's total foreign utility company investments
                  relative to HI's total assets and capitalization.

6.       The certification is conditioned on and subject to being removed or
         withdrawn by the Commission as to any future foreign utility company
         investments if the Commission deems such action is warranted.

IV.      COMMISSION ACTION

After examining the facts presented in the Company's petition and the
Department's comments, the Commission finds that it has the authority and
resources to protect ratepayers, and that it intends to exercise its authority
for ratepayer protection.

   23



         A.       THE COMMISSION'S AUTHORITY TO PROTECT RATEPAYERS

The Commission has the authority under Minn. Stat. Sections 216B.03, 216B.08,
and 216B.16 to set just and reasonable rates for Minnegasco and Minnegasco's
ratepayers. The Commission will review expenses submitted in Minnegasco's next
general rate case to determine their prudence and reasonableness. The Commission
has the statutory authority to disallow any cost if disallowance is necessary to
insulate Minnegasco ratepayers from any improper cost allocations stemming from,
or other harmful effects of, Minnegasco's affiliate's foreign investment.

In previous requests for SEC certification regarding foreign utility investment,
the Commission has made similar findings regarding the Commission's authority to
protect ratepayers.(1)

Since the last time the Commission addressed a request for certification,
however, the Minnesota Supreme Court has issued a decision in another proceeding
which relates to certain aspects of the Commission's authority to regulate
Minnegasco. Minnegasco, et al v. MPUC, 549 N.W.2d 904 (Minn. 1996). In that
decision, the Supreme Court found that the Commission did not have the authority
to preclude a Minnegasco unregulated affiliate's uncompensated use of
Minnegasco's good will. The Court also reversed the Commission's decision
regarding the allocation of certain costs incurred by the unregulated affiliate.

In order to address any concerns in this docket which might arise from the
Court's decision in Minnegasco, et al v. MPUC, Minnegasco filed its Unilateral
Stipulation and Promise.

In the Stipulation, Minnegasco made a number of statements which touch upon the
Commission's authority to protect ratepayers. The main issues addressed by
Minnegasco are as follows:

o        Neither Minnegasco, nor any current or future subsidiary or affiliate,
         will seek to recover from Minnesota ratepayers, either directly or
         indirectly, any costs or expenses associated with foreign utility
         investment.

o        Minnegasco accepts that the Supreme Court's decision in Minnegasco, et
         al v. MPUC: 1) is limited to its specific facts; 2) "speaks only to a
         utility's recovery of statutorily-mandated gas leak check costs and the
         imputation of royalty payments from an unregulated business to the
         regulated utility business in connection with the common use of the
         company's name; 3) does not limit the Commission's authority over
         affiliate transactions under Minn. Stat. Section 216B.48; and 4) does
         not limit the Commission's authority under Minn. Stat. Section 216B.16
         to set just and reasonable rates and to disallow costs imprudently
         incurred.

- --------

(1)See, for example, In the Matter of a Petition by UtiliCorp United, Inc. for
Minnesota Public Utilities Commission Certification to Invest in a Foreign
Utility under 15 U.S.C. Section 79z-5b, Docket No. G-011/S-94-907, ORDER
GRANTING CERTIFICATION SUBJECT TO LIMITATIONS AND CONDITIONS (November 30,
1994).

   24



o        Minnegasco will not challenge the Commission's authority to disallow
         imprudent costs, including allocations of joint and common costs
         between a utility and affiliate, or to impute revenues when necessary
         to set just and reasonable rates.

o        If a Court finds that the Commission lacks authority to consider
         imprudence (either on the part of the utility itself or in relation to
         any affiliate) in setting rates, any Commission certification to the
         SEC can be revoked by the Commission without Minnegasco's objection as
         to the Commission's authority to do so.

The Commission finds that the Minnegasco Stipulation is an appropriate
affirmation of the Commission's long-standing authority to protect ratepayers
within its jurisdiction.

The Commission finds that it clearly possesses the requisite authority to
protect ratepayers subject to its jurisdiction, as required for Commission
certification under 15 U.S.C. 79z-5b.

The Commission also finds that its authority will best be reserved if the
Commission sets certain conditions to its SEC certification. The Commission will
therefore condition the certification as requested by the Department, and will
add other conditions as enumerated in the ordering paragraphs of this Order. By
placing these conditions and limitations upon the certificate, the Commission
ensures that its authority will protect ratepayers from any adverse effects from
the proposed foreign investment.

         B.       THE COMMISSION'S INTENT TO EXERCISE ITS AUTHORITY

The Commission intends to exercise its authority, pursuant to Minn. Stat.
Sections 216B.03, 216B.08, and 216B.16, to protect the interests of Minnegasco's
ratepayers.

         C.       THE RESOURCES NECESSARY TO PROTECT RATEPAYERS

The Commission finds that it has adequate staff and financial resources to
protect Minnesota jurisdictional ratepayers from possible harm or liability
arising from HIE's proposed foreign investment.

                                      ORDER

1.       The Commission certifies that it has the authority and resources to
         protect the ratepayers subject to its jurisdiction and that it intends
         to exercise that authority with respect to HIE's proposed foreign
         investment.

         The Commission's certification is subject to the following conditions
         and limitations:

         a.       The certification is limited to the proposed HIE foreign
                  utility company investments in this filing up to $500 million,
                  representing a total foreign utility company investment of 8.5
                  percent of the proposed post-merger capitalization of HI as
                  filed in Docket No. G-008/PA-96-950.

   25

         b.       HI shall provide advance notification of any other intent to
                  acquire an interest in foreign utility companies and obtain
                  separate certification for any such additional investments.

         c.       HI will not encumber any Minnesota property because of these
                  foreign investments.

         d.       HI shall file with the Commission:

                  o        copies of the required reports relating to HI's
                           foreign utility company investments filed with the
                           SEC at the time it files these reports with the SEC;
                           and

                  o        an annual report on HI's foreign utility company
                           investment to be filed one year from the date of
                           Commission approval

         e.       The annual report filed according to the above paragraph shall
                  contain the following information:

                  o        the total foreign investment, including specific
                           projects

                  o        a list of all outstanding bonds issued since the
                           Company agreed to acquire foreign investments

                  o        HI's capital structure, including short term debt;
                           and

                  o        the ratio of HI's total foreign utility company
                           investments relative to HI's total assets and
                           capitalization

         f.       The certification is conditioned on and subject to being
                  removed or withdrawn by the Commission as to any future
                  foreign utility company investments if the Commission deems
                  such action is warranted.

         g.       HI will finance its foreign utility investments in such a
                  manner that the 5 percent limit applicable to transactions
                  involving the issuance of securities will not be violated.

         h.       Minnegasco, NorAm and its current or future affiliates will
                  inform the Commission in a timely manner of the acquisition of
                  any ownership in any foreign utility.

         i.       NorAm and its current and future affiliates will submit copies
                  of all reports filed with the SEC regarding foreign utility
                  investments.

         j.       NorAm and its current and future affiliates will file with the
                  Commission quarterly


   26

                  reports listing the total amount invested in foreign
                  utilities. In addition, the quarterly reports shall list the
                  total amount of HI's aggregate investments financed through
                  the issuances of then-outstanding securities and the percent
                  of HI's then-outstanding total capitalization.

         k.       The Commission, the Department, and the OAG shall have access
                  to the relevant books, records, and financial statements (or
                  copies thereof) of NorAm's current and future affiliates doing
                  business with foreign utilities, to the extent necessary to
                  protect Minnegasco ratepayers.

         l.       Minnegasco will exclude from rate recovery all costs
                  associated with NorAm's and its current and future affiliates'
                  foreign investments.

         m.       Accounting procedures will be developed to assure that NorAm
                  and its current and future affiliates are adequately and
                  fairly compensated for any common or joint costs incurred for
                  the benefit of the foreign utility. Minnegasco will file a
                  report by May 1, 1998 that will describe these accounting
                  procedures. In addition, Minnegasco will include all May l
                  jurisdictional reports, a report summarizing common costs
                  charged to the foreign utility from NorAm and its current or
                  future subsidiaries.

         n.       Minnesota regulatory agencies' costs charged to Minnegasco for
                  the agencies' future review of foreign investment notification
                  and any related foreign investment compliance reviews will not
                  be charged to Minnegasco's jurisdictional customers.
                  Minnegasco will allocate internal time pursuant to the Cost
                  Allocation Manual.

2.       The Commission accepts Minnegasco's Unilateral Stipulation and Promise
         dated February 20, 1997.

3.       This Order shall become effective immediately.

                                       BY ORDER OF THE COMMISSION

                                       /s/ JANET G. GONZALEZ, FOR

                                       Burl W. Haar
                                       Executive Secretary

(SEAL)


   27
                BEFORE THE MINNESOTA PUBLIC UTILITIES COMMISSION

               Edward A. Garvey                                         Chair
               Joel Jacobs                                       Commissioner
               Marshall Johnson                                  Commissioner
               LeRoy Koppendrayer                                Commissioner
               Gregory Scott                                     Commissioner

To:     Minnegasco                                 SERVICE DATE: April 13, 1998
        800 LaSalle Avenue, Floor 11
        PO Box 59038                               DOCKET NO. G-008/S-98-169
        Minneapolis, MN 55459-0038

In the Matter of the Motion of Minnegasco to Consolidate the Houston Industries
Energy Inc. and NorAm Energy Corp. Foreign Utility Investment Certification 
Investment Cap Amounts

The above entitled matter has been considered by the Commission and the
following disposition made:

        Approved Minnegasco's motion to consolidate the certification amounts
        for investments made by Houston Industries Energy and NorAm, limited to
        $600 million (net of any investments made under original certification).
        Investments are limited to Latin America, Europe, Asia, and the
        Carribean. The certification is subject to the following conditions:

        a.     The consolidated certification is limited to the foreign utility
               company investments up to $948 million (includes $348 million per
               merger investments and any investments prior to the consolidation
               of certifications), representing a total foreign utility company
               investment of 7.4 percent of the December 31, 1997 capitalization
               of HII.

        b.     HII shall provide advance notification of any other intent to
               acquire an interest in foreign utility companies beyond the $948
               million and obtain separate certification for any such additional
               investments.

        c.     Neither Minnegasco nor any current or future affiliate will seek
               to recover from Minnesota ratepayers, either directly or
               indirectly, any costs or expenses associated with foreign utility
               investment.

        d.     HII and its subsidiaries will not encumber any Minnesota property
               because of these foreign investments.

        e. HII shall file with the Commission:

               1)     Copies of the required reports relating to HII and its
                      subsidiaries' foreign utility company investments filed
                      with the SEC at the time it files these reports with the
                      SEC; and

               2)     Copies of all SEC rulings or Orders related to HII and its
                      subsidiaries' foreign utility company investments, and


   28


               3)     An annual report on all HII and its subsidiaries' foreign
                      utility company investments (Annual Report) to be filed
                      one year from the date of Commission approval. The annual
                      report shall include the following information:

                      (i)    HII's total foreign investment to date by 
                             subsidiary and country;

                      (ii)   A list of all outstanding bonds issued for any
                             foreign utility company investment acquired by HII
                             or its subsidiaries;

                      (iii)  HII's consolidated capital structure, including
                             short-term debt; and

                      (iv)   The ratio of HII's total foreign utility company
                             investments relative to HII's total assets and
                             capitalization.

        f.     The certification is conditioned on and subject to being removed
               or withdrawn by the Commission as to any future foreign utility
               company investments if the Commission deems such action is
               warranted.

        g.     The Commission, the Department and the OAG shall have access to
               the relevant books, records and financial statements (or copies
               thereof) of HII's current and future affiliates doing business
               with foreign utilities, to the extent necessary to protect
               Minnegasco ratepayers.

        h.     Minnesota regulatory agencies' costs charged to Minnegasco for
               the agencies review of foreign investment notification and any
               relocated foreign investment compliance reviews will not be
               charged to Minnegasco's jurisdictional customers. Minnegasco will
               allocate internal time pursuant to the Cost Allocation Manual.

The Commission agrees with and adopts the recommendations of Commission Staff
and the Department of Public Service which are attached and hereby incorporated
in the Order.

                                                   BY ORDER OF THE COMMISSION

                                                   /s/ BURL W. HAAR
                                                   ---------------------------
                                                   Burl W. Haar
                                                   Executive Secretary


(SEAL)


This document can be made available in alternative formats (i.e., large print 
or audio tape) by calling (612) 297-4596 (voice), (612) 297-1200 (TTY), or
1-800-627-3529 (TTY relay service).



   29

                      CERTIFICATE OF THE STATE OF OKLAHOMA
                          UNDER SECTION 33(a)(2) OF THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

   30

               [Letterhead of Corporation Commission of Oklahoma]

                                December 11, 1996




Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  30549

Dear Mr. Katz:

         Arkla, a Division of NorAm Energy Corp., is a public utility subject to
the jurisdiction of the Oklahoma Corporation Commission (Commission). The
Commission recently approved the merger of Houston Industries Incorporated (HI),
Houston Lighting & Power Company (HL&P), HI Merger, Inc. and NorAm Energy Corp.
(the HI/NorAm merger). Following consummation of that merger, NorAm will be
affiliated with Houston Industries Energy, Inc. (HIE), a subsidiary of HI.

         Arkla has advised this Commission that following final consummation of
the HI/NorAm merger, NorAm and HIE are considering acquiring an interest in one
or more foreign utility companies (FUCOs) including FUCOs in Latin America, the
Caribbean, the United Kingdom, Europe and Asia. In connection with such
acquisitions, Arkla has asked this Commission to provide to you the
certification contemplated in Section 33(a)(2) of the Public Utility Holding
Company Act of 1935, which was added to that Act by Section 715 of the Energy
Policy Act of 1992.

         As the State Commission having jurisdiction over the retail gas rates
of the Arkla Natural Gas Public Utility Division of NorAm, which if the HI/NorAm
merger is consummated will be an affiliate of HIE, please be advised that this
Commission:

         (i)      has constitutional and statutory authority pursuant to
                  Oklahoma Constitution Art. IX, Section 18, et seq. and
                  Oklahoma Stat. Title 17 Section 152 et seq. to supervise and
                  regulate gas utilities and all matters relating to the
                  performance of their public duties and their charges
                  therefore, and to correct any abuses of such utilities; and

         (ii)     intends to exercise such authority.

         This certification is intended to be effective only upon consummation
of the HI/NorAm merger. In addition, this certification is considered applicable
with respect to NorAm, HIE or their affiliates' investment and acquisition of
ownership in FUCOs. This certification is expressly conditioned on and is
subject to being revised or withdrawn by this Commission, if it deems that

   31



action to be appropriate. Arkla has represented that it will timely inform this
Commission when NorAm, HIE or their affiliates actually acquires ownership in a
FUCO.

                                       Sincerely,

                                       /s/ CODY L. GRAVES

                                       Cody L. Graves
                                       Chairman

CLG/bc

cc:      Office of Public Utility Regulation
         Securities and Exchange Commission


   32

                  CERTIFICATE OF THE TEXAS RAILROAD COMMISSION
                          UNDER SECTION 33(a)(2) OF THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

   33

                  [Letterhead of Railroad Commission of Texas]

                                 October 4, 1996


Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Dear Mr. Katz:

         Entex and Arkla, divisions of NorAm Energy Corp. ("NorAm"), a Delaware
corporation, have advised this Commission that NorAm and NorAm's affiliates are
considering participation and investment in various foreign utility company
ventures including the privatization of Gas Natural in Colombia by EcoPetrol,
the government-owned energy entity in that country, and other local distribution
systems or natural gas projects in that region involving transmission pipelines,
marketing, gathering and processing enterprises. In connection with such
activities, Entex and Arkla have requested the Railroad Commission of Texas
("Commission") to provide you the certification contemplated in Section 33(a)(2)
of the Public Utility Holding Company Act of 1935 (15 U.S.C. 79 et seq.), which
section was added to that Act by Section 715 of the Energy Policy Act of 1992.

         As the State Commission having jurisdiction over the retail gas rates
of the Entex and Arkla natural gas public utility divisions of NorAm, the
Commission hereby certifies that it

         (i)      has the authority and resources to protect the ratepayers of
                  Entex and Arkla, and

         (ii)     intends to exercise such authority.

         This certification is intended to be applicable with respect to an
acquisition of an interest in Gas Natural and such other foreign utility company
ventures in which NorAm or its current or future affiliates may seek to obtain
an ownership interest, but is conditioned on and subject to being revised or
withdrawn by this Commission as to any future acquisitions. Entex and Arkla have
represented that they will timely inform this Commission of any efforts by NorAm
or its affiliates to seek ownership interest in other foreign utility companies.


   34


RE:  Mr. Jonathan G. Katz
October 4, 1996
Page 2





                                       Sincerely,

                                       /s/ RONALD L. KITCHENS


                                       Ronald L. Kitchens
                                       Director, Gas Services Division
                                       Railroad Commission of Texas



cc:      Office of Public Utility Regulation
         Securities and Exchange Commission