PROSPECTUS SUPPLEMENT
        (TO PROSPECTUS DATED DECEMBER 16, 1993, AS SUPPLEMENTED
           BY A PROSPECTUS SUPPLEMENT DATED JANUARY 3, 1994)

                  Houston Lighting and Power Company
              COLLATERALIZED MEDIUM-TERM NOTES, SERIES D
                                                 

     The discussion of original issue discount in this Prospectus
Supplement is based in part on final regulations which apply to debt
instruments which are issued on or after April 4, 1994 but upon which
a taxpayer may rely (except with respect to a portion thereof which is
identified below) for debt instruments which are issued on or after
December 21, 1992.  The following discussion replaces the discussion
set forth in the last three paragraphs on page 22 of the accompanying
Prospectus under the heading "United States Taxation -- United States
Holders".  The balance of the discussion in the Prospectus under such
heading remains in full force and effect.  Capitalized terms not
defined herein have the meanings assigned to such terms in the
accompanying Prospectus.

     QUALIFIED STATED INTEREST ON DEBT SECURITIES.  A Holder of a Debt
Security will be required to report qualified stated interest on the
Debt Security in accordance with the Holder's method of accounting for
tax purposes.

     ORIGINAL ISSUE DISCOUNT.  If the stated redemption price at
maturity of a Debt Security exceeds the issue price of the Debt
Security by at least 1/4 of 1 percent of the stated redemption price
at maturity of the Debt Security multiplied by the number of complete
years to maturity of the Debt Security, then such excess, which is
referred to as original issue discount, is included for United States
federal income tax purposes in income over the term of the Debt
Security by the holder of such Debt Security before the receipt of
cash in respect thereof.  The amount of any original issue discount
which is included in income for a taxable year is equal to the sum of
the daily portions of the original issue discount for each day during
the taxable year during which the Debt Security was held.  The daily
portion is determined by allocating to each day in each accrual period
the ratable portion for such day of the increase in the adjusted issue
price during the accrual period, which is the excess of (a) the
product of the adjusted issue price at the beginning of the accrual
period and the yield to maturity of such Debt Security (determined on
the basis of compounding at the close of each accrual period and
adjusted for the length of the accrual period) over (b) the sum of the
qualified stated interest which is allocable to the accrual period.

     The final regulations provide that (a) the stated redemption
price at maturity of a Debt Security is the amount payable on the Debt
Security excluding qualified stated interest, (b) qualified stated
interest is, unless the holder of the debt instrument elects to the
contrary as noted below, stated interest that is unconditionally
payable in cash or in property (other than debt instruments of the
issuer) at least annually at a single fixed rate (which single fixed
rate must appropriately take into account the length of the interval
between payments) or permitted variable rate, (c) the issue price of a
publicly offered debt instrument is the initial offering price to the
public (excluding bond houses and brokers) at which price a
substantial amount of such issue of debt instruments was sold, (d) the
accrual periods for a Debt Security are periods each of which is no
longer than one year; provided that each scheduled payment of
principal or interest occurs either on the final day or the first day
of an accrual period and (e) yield to maturity is the discount rate
which when used in computing the present value of all principal and
interest payments to be made under the Debt Security produces an
amount equal to the issue price of the Debt Security.  The final
regulations also describe the circumstances in which a variable
interest rate will generate qualified stated interest, provide that a
holder may elect for a debt instrument which is issued on or after
April 4, 1994 (but not theretofore) to treat all qualified stated
interest on the debt instrument as original issue discount, contain
rules which apply when payments of debt service are subject to one or
more contingencies, and contain special rules for purposes of
determining whether the original issue discount of an installment
obligation is de minimis.

     The terms of a Debt Security, which will be specified in the
applicable Prospectus Supplement, and the final regulations which are
summarized in the foregoing will determine the amount of any original
issue discount which exists with respect to that Debt Security and the
rate at which such original issue discount will be included in income
of the holder of that Debt Security.

                                                                      
        THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 13, 1994