PROSPECTUS  SUPPLEMENT
        (TO PROSPECTUS DATED NOVEMBER 9, 1992, AS SUPPLEMENTED
           BY A PROSPECTUS SUPPLEMENT DATED MARCH 18, 1993)
                  Houston Lighting and Power Company
              COLLATERALIZED MEDIUM-TERM NOTES, SERIES C
                                                 

     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 first two paragraphs under the heading "United States
Taxation -- United States Holders -- Original Issue Discount" of the
accompanying Prospectus Supplement dated March 18, 1993 (the "1993
Prospectus Supplement").  The balance of the discussion in the 1993
Prospectus Supplement 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, as supplemented
by the 1993 Prospectus Supplement.  

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

     ORIGINAL ISSUE DISCOUNT.  If the stated redemption price at
maturity of a Note exceeds the issue price of the Note by at least 1/4
of 1 percent of the stated redemption price at maturity of the Note
multiplied by the number of complete years to maturity of the Note,
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 Note by the holder of such Note 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 Note 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 Note (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 Note is the amount payable on the Note
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 Note 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 Note produces an amount equal to the issue price
of the Note.  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 Note, which will be specified in the applicable
Pricing 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 Note and the rate at which such
original issue discount will be included in income of the holder of
that Note.
                                                                      
        THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 13, 1994