UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                            FORM 10-Q

(Mark One)

[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1994.

                                     OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________


Commission file number 1-7629

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

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


            5 Post Oak Park
         4400 Post Oak Parkway
            Houston, Texas                                  77027
(Address of principal executive offices)                  (Zip Code)

                             (713) 629-3000
          (Registrant's telephone number, including area code)


Commission file number 1-3187

                    HOUSTON LIGHTING & POWER COMPANY
         (Exact name of registrant as specified in its charter)

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

           611 Walker Avenue
            Houston, Texas                                 77002
(Address of principal executive offices)                (Zip Code)

                             (713) 228-9211
          (Registrant's telephone number, including area code)
                 ______________________________

Indicate by check mark whether the registrants (1) have filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrants were required to
file such reports), and (2) have been subject to such filing
requirements for the past 90 days. Yes /X/  No / /

As of July 31, 1994, Houston Industries Incorporated had
131,296,631 shares of common stock outstanding.  As of July 31,
1994, all 1,000 authorized and outstanding shares of Houston
Lighting & Power Company's Class A voting common stock, without
par value, were held by Houston Industries Incorporated and all
100 authorized and outstanding shares of Houston Lighting & Power
Company's Class B non-voting common stock were held by Houston
Industries (Delaware) Incorporated.

  HOUSTON INDUSTRIES INCORPORATED AND HOUSTON LIGHTING & POWER COMPANY
                     QUARTERLY REPORT ON FORM 10-Q
                  FOR THE QUARTER ENDED JUNE 30, 1994

This combined Form 10-Q is separately filed by Houston Industries
Incorporated and Houston Lighting & Power Company.  Information
contained herein relating to Houston Lighting & Power Company is
filed by Houston Industries Incorporated and separately by
Houston Lighting & Power Company on its own behalf.  Houston
Lighting & Power Company makes no representation as to
information relating to Houston Industries Incorporated (except
as it may relate to Houston Lighting & Power Company) or to any
other affiliate or subsidiary of Houston Industries Incorporated.

                       TABLE OF CONTENTS

PART I.   FINANCIAL INFORMATION                               PAGE NO.

          Item 1. Financial Statements

          Houston Industries Incorporated and Subsidiaries

             Statements of Consolidated Income
             Three Months and Six Months Ended
             June 30, 1994 and 1993                              3

             Consolidated Balance Sheets
             June 30, 1994 and December 31, 1993                 5

             Statements of Consolidated Cash Flows
             Six Months Ended June 30, 1994 and 1993             7

             Statements of Consolidated Retained Earnings
             Three Months and Six Months Ended
             June 30, 1994 and 1993                              9

             Notes to Consolidated Financial Statements         16

          Houston Lighting & Power Company

             Statements of Income
             Three Months and Six Months Ended
             June 30, 1994 and 1993                             10

             Balance Sheets
             June 30, 1994 and December 31, 1993                11

             Statements of Cash Flows
             Six Months Ended June 30, 1994 and 1993            13

             Statements of Retained Earnings
             Three Months and Six Months Ended
             June 30, 1994 and 1993                             15

             Notes to Financial Statements                      16

          Item 2. Management's Discussion and Analysis
                 of Financial Condition and Results of
                 Operations                                     27

PART II.  OTHER INFORMATION

          Item 1. Legal Proceedings                             35

          Item 4. Submission of Matters to a Vote
                  of Security-Holders                           35

          Item 6. Exhibits and Reports on Form 8-K              36

          Signatures                                            38
                                  -2-


                       PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

             HOUSTON INDUSTRIES INCORPORATED AND SUBSIDIARIES
                     STATEMENTS OF CONSOLIDATED INCOME
                          (THOUSANDS OF DOLLARS)
Three Months Ended Six Months Ended June 30, June 30, ------------------- --------------------- 1994 1993 1994 1993 REVENUES: Electric...................................... $1,004,906 $1,005,149 $1,826,487 $1,810,834 Cable television.............................. 61,754 62,604 122,274 122,878 ---------- ---------- ---------- ---------- Total........................... 1,066,660 1,067,753 1,948,761 1,933,712 ---------- ---------- ---------- ---------- EXPENSES: Electric: Fuel.......................................... 235,514 262,603 452,702 461,166 Purchased power............................... 103,906 129,224 202,455 258,923 Operation and maintenance..................... 204,089 212,866 397,940 408,102 Taxes other than income taxes................. 62,959 62,468 126,071 124,332 Cable television operating expenses........... 38,923 36,950 78,150 73,791 Depreciation and amortization................. 120,472 115,956 239,973 231,731 ---------- ---------- ---------- ---------- Total........................... 765,863 820,067 1,497,291 1,558,045 ---------- ---------- ---------- ---------- OPERATING INCOME............................... 300,797 247,686 451,470 375,667 ---------- ---------- ---------- ---------- OTHER INCOME (EXPENSE): Allowance for other funds used during construction........................ 93 1,080 1,409 1,788 Interest income............................... 8,125 8,598 16,543 16,738 Equity in income of cable television partnerships............................... 7,790 7,987 15,700 15,009 Other - net................................... (4,058) (5,890) (12,387) (3,958) ---------- ---------- ---------- ---------- Total........................... 11,950 11,775 21,265 29,577 ---------- ---------- ---------- ---------- INTEREST AND OTHER CHARGES: Interest on long-term debt.................... 86,449 96,547 173,462 193,623 Other interest................................ 5,931 4,505 11,657 8,294 Allowance for borrowed funds used during construction........................ (129) (1,170) (1,817) (1,914) Preferred dividends of subsidiary............. 8,403 8,789 16,676 17,934 ---------- ---------- ---------- ---------- Total........................... 100,654 108,671 199,978 217,937 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR POSTEMPLOYMENT BENEFITS....................... 212,093 150,790 272,757 187,307 INCOME TAXES................................... 78,265 50,581 100,554 60,043 ---------- ---------- ---------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR POSTEMPLOYMENT BENEFITS...................................... 133,828 100,209 172,203 127,264 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR POSTEMPLOYMENT BENEFITS (NET OF INCOME TAXES OF $4,415)....................... (8,200) ---------- ---------- --------- ---------- NET INCOME..................................... $ 133,828 $ 100,209 $ 164,003 $ 127,264 ========== ========== ========== ==========
(Continued) -3- HOUSTON INDUSTRIES INCORPORATED AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME (THOUSANDS OF DOLLARS) (Continued)
Three Months Ended Six Months Ended June 30, June 30, -------------------- ------------------- 1994 1993 1994 1993 EARNINGS PER COMMON SHARE: EARNINGS PER COMMON SHARE BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR POSTEMPLOYMENT BENEFITS................................... $ 1.02 $ .77 $ 1.31 $ .98 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR POSTEMPLOYMENT BENEFITS................................... (.06) --------- --------- --------- --------- EARNINGS PER COMMON SHARE..................... $ 1.02 $ .77 $ 1.25 $ .98 ========= ========= ========= ========= DIVIDENDS DECLARED PER COMMON SHARE...................................... $ .75 $ .75 $ 1.50 $ 1.50 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (000).......................... 130,709 129,849 130,708 129,725
See Notes to Consolidated Financial Statements. -4- HOUSTON INDUSTRIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (THOUSANDS OF DOLLARS) ASSETS June 30, December 31, 1994 1993 PROPERTY, PLANT AND EQUIPMENT - AT COST: Electric plant: Plant in service .......................... $11,637,250 $11,480,244 Construction work in progress ............. 246,852 242,661 Nuclear fuel .............................. 211,874 211,785 Plant held for future use ................. 197,491 196,330 Electric plant acquisition adjustments ....... 3,166 3,166 Cable television property .................... 393,229 372,178 Other property ............................... 59,998 47,494 ----------- ----------- Total ................................. 12,749,860 12,553,858 Less accumulated depreciation and amortization 3,522,695 3,355,616 ----------- ----------- Property, plant and equipment - net ... 9,227,165 9,198,242 ----------- ----------- CURRENT ASSETS: Cash and cash equivalents .................... 8,098 14,884 Special deposits ............................. 13 11,834 Accounts receivable: Customers - net ........................... 6,854 4,985 Others .................................... 26,429 11,153 Accrued unbilled revenues .................... 17,170 29,322 Fuel stock, at lifo cost ..................... 60,922 58,585 Materials and supplies, at average cost ...... 165,259 166,477 Prepayments .................................. 18,939 20,432 ----------- ----------- Total current assets ................ 303,684 317,672 ----------- ----------- OTHER ASSETS: Cable television franchises and intangible assets - net .............................. 961,233 984,032 Deferred plant costs ......................... 651,808 664,699 Deferred debits .............................. 357,838 371,773 Unamortized debt expense and premium on reacquired debt ........................... 166,229 169,465 Equity investment in cable television partnerships .............................. 142,745 122,531 Equity investment in foreign electric utility 35,529 36,984 Regulatory asset - net ....................... 241,194 246,763 Recoverable project costs .................... 108,085 118,016 ----------- ----------- Total other assets .................. 2,664,661 2,714,263 ----------- ----------- Total ............................ $12,195,510 $12,230,177 =========== =========== See Notes to Consolidated Financial Statements. -5- HOUSTON INDUSTRIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (THOUSANDS OF DOLLARS) CAPITALIZATION AND LIABILITIES
June 30, December 31, 1994 1993 CAPITALIZATION: Common Stock Equity: Common stock, no par value ......................... $ 2,418,455 $ 2,415,256 Note receivable from ESOP .......................... (327,916) (332,489) Retained earnings .................................. 1,164,822 1,191,230 -------------- -------------- Total common stock equity ..................... 3,255,361 3,273,997 -------------- -------------- Preference Stock, no par value, authorized 10,000,000 shares; none outstanding Cumulative Preferred Stock of Subsidiary, no par value: Not subject to mandatory redemption ....... 351,345 351,354 Subject to mandatory redemption ........... 121,910 167,236 -------------- -------------- Total cumulative preferred stock .... 473,255 518,590 -------------- -------------- Long-Term Debt: Debentures ......................................... 548,636 548,544 Long-term debt of subsidiaries: Electric: First mortgage bonds ....................... 3,020,122 3,019,843 Pollution control revenue bonds ............ 155,232 155,218 Other ...................................... 12,875 15,010 Cable television: Senior bank debt .......................... 364,000 364,000 Senior and subordinated notes ............. 124,783 140,580 -------------- -------------- Total long-term debt .................. 4,225,648 4,243,195 -------------- -------------- Total capitalization .............. 7,954,264 8,035,782 -------------- -------------- CURRENT LIABILITIES: Notes payable ......................................... 649,800 591,385 Accounts payable ...................................... 205,673 239,814 Taxes accrued ......................................... 125,870 187,503 Interest accrued ...................................... 81,247 84,178 Dividends accrued ..................................... 104,607 105,207 Accrued liabilities to municipalities ................. 22,311 22,589 Customer deposits ..................................... 65,717 65,604 Current portion of long-term debt and preferred stock .................................... 67,312 55,109 Other ................................................. 65,541 62,688 -------------- -------------- Total current liabilities .................... 1,388,078 1,414,077 -------------- -------------- DEFERRED CREDITS: Accumulated deferred income taxes ..................... 2,009,608 1,987,336 Unamortized investment tax credit ..................... 424,705 434,597 Other ................................................. 418,855 358,385 -------------- -------------- Total deferred credits ....................... 2,853,168 2,780,318 -------------- -------------- COMMITMENTS AND CONTINGENCIES Total ........................................ $ 12,195,510 $ 12,230,177 ============== ==============
See Notes to Consolidated Financial Statements. -6- HOUSTON INDUSTRIES INCORPORATED AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (THOUSANDS OF DOLLARS)
Six Months Ended June 30, --------------------- 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net income .......................................................... $ 164,003 $ 127,264 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization .................................... 239,973 231,731 Amortization of nuclear fuel ..................................... 5,421 2,101 Deferred income taxes ............................................ 26,687 29,546 Investment tax credits ........................................... (9,892) (10,143) Allowance for other funds used during construction ................................................... (1,409) (1,788) Fuel cost (refund) and over/(under) recovery - net .......................................................... 27,408 (45,799) Equity in income of cable television partnerships ................................................... (15,700) (15,009) Cumulative effect of change in accounting for postemployment benefits .................................... 8,200 Changes in other assets and liabilities: Accounts receivable and accrued unbilled revenues ..................................................... (4,993) 302,123 Inventory ...................................................... (1,119) 3,057 Other current assets ........................................... 13,314 (6,509) Accounts payable ............................................... (34,141) (6,293) Interest and taxes accrued ..................................... (58,564) (60,106) Other current liabilities ...................................... 2,050 (19,512) Other - net .................................................... 62,851 51,241 ---------- ---------- Net cash provided by operating activities ........................ 424,089 581,904 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Electric capital expenditures (including allowance for borrowed funds used during construction) ........................................ (191,637) (132,429) Cable television additions .......................................... (32,692) (23,280) Other construction expenditures ..................................... (12,253) Other - net ......................................................... (20,532) (5,686) ---------- ---------- Net cash used in investing activities ............................ (257,114) (161,395) ---------- ---------- -7-
HOUSTON INDUSTRIES INCORPORATED AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (THOUSANDS OF DOLLARS) (Continued)
Six Months Ended June 30, --------------------- 1994 1993 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from common stock .......................................... $ 21,001 Decrease in note receivable from ESOP ............................... $ 4,573 Proceeds from first mortgage bonds .................................. 545,243 Proceeds from senior bank debt ...................................... 20,000 Extinguishment of long-term debt .................................... (477,083) Payment of matured bonds ............................................ (19,500) (136,000) Payment of senior bank debt ......................................... (182,349) Payment of senior and subordinated notes ............................ (10,384) (6,372) Payment of common stock dividends ................................... (196,064) (194,555) Increase (decrease) in notes payable - net .......................... 58,415 (27,999) Redemption of preferred stock ....................................... (20,000) (40,000) Other - net ......................................................... 9,199 (733) ---------- ---------- Net cash used in financing activities ............................ (173,761) (478,847) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ................................. (6,786) (58,338) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .......................... 14,884 69,317 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD ................................ $ 8,098 $ 10,979 ========== ========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash Payments: Interest (net of amounts capitalized) ............................ $ 187,333 $ 210,534 Income taxes ..................................................... 65,090 33,814 See Notes to Consolidated Financial Statements.
-8- HOUSTON INDUSTRIES INCORPORATED AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED RETAINED EARNINGS (THOUSANDS OF DOLLARS)
Three Months Ended Six Months Ended June 30, June 30, --------------------- ---------------------- 1994 1993 1994 1993 Balance at Beginning of Period .............................. $ 1,125,167 $ 1,186,012 $ 1,191,230 $ 1,254,584 Net Income for the Period ................................... 133,828 100,209 164,003 127,264 ----------- ----------- ----------- ----------- Total .............................................. 1,258,995 1,286,221 1,355,233 1,381,848 Common Stock Dividends ...................................... (98,032) (97,365) (196,102) (194,555) Tax Benefit of ESOP Dividends ............................... 3,859 2,449 5,691 4,012 Redemption of HL&P Preferred Stock .......................... (402) (402) ----------- ----------- ----------- ----------- Balance at End of Period .................................... $ 1,164,822 $ 1,190,903 $ 1,164,822 $ 1,190,903 =========== =========== =========== ===========
See Notes to Consolidated Financial Statements. -9- HOUSTON LIGHTING & POWER COMPANY STATEMENTS OF INCOME (THOUSANDS OF DOLLARS)
Three Months Ended Six Months Ended June 30, June 30, --------------------------- --------------------------- 1994 1993 1994 1993 OPERATING REVENUES ................ $ 1,004,906 $ 1,005,149 $ 1,826,487 $ 1,810,834 ------------ ------------ ------------ ------------ OPERATING EXPENSES: Fuel ............................ 235,514 262,603 452,702 461,166 Purchased power ................. 103,906 129,224 202,455 258,923 Operation ....................... 141,835 143,898 274,802 284,505 Maintenance ..................... 62,254 68,968 123,138 123,597 Depreciation and amortization ... 99,675 96,217 198,604 192,432 Income taxes .................... 81,921 52,705 108,994 63,653 Other taxes ..................... 62,959 62,468 126,071 124,332 ------------ ------------ ------------ ------------ Total ................... 788,064 816,083 1,486,766 1,508,608 ------------ ------------ ------------ ------------ OPERATING INCOME .................. 216,842 189,066 339,721 302,226 ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSE): Allowance for other funds used during construction ........... 93 1,080 1,409 1,788 Other - net ..................... (2,773) (1,543) (5,759) (1,176) ------------ ------------ ------------ ------------ Total ................... (2,680) (463) 4,350) 612 ------------ ------------ ------------ ------------ INCOME BEFORE INTEREST CHARGES .... 214,162 188,603 335,371 302,838 ------------ ------------ ------------ ------------ INTEREST CHARGES: Interest on long-term debt ...... 61,557 70,853 123,399 140,458 Other interest .................. 1,853 4,366 4,749 9,021 Allowance for borrowed funds used during construction ............ (129) (1,170) (1,817) (1,914) ------------ ------------ ------------ ------------ Total .................... 63,281 74,049 126,331 147,565 ------------ ------------ ------------ ------------ INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR POSTEMPLOYMENT BENEFITS ......... 150,881 114,554 209,040 155,273 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR POSTEMPLOYMENT BENEFITS (NET OF INCOME TAXES OF $4,415) ......................... (8,200) ------------ ------------ ------------ ------------ NET INCOME ........................ 150,881 114,554 200,840 155,273 DIVIDENDS ON PREFERRED STOCK ...... 8,403 8,789 16,676 17,934 ------------ ------------ ------------ ------------ INCOME AFTER PREFERRED DIVIDENDS .. $ 142,478 $ 105,765 $ 184,164 $ 137,339 ============ ============ ============ ============
See Notes to Financial Statements. -10- HOUSTON LIGHTING & POWER COMPANY BALANCE SHEETS (THOUSANDS OF DOLLARS) ASSETS June 30, December 31, 1994 1993 PROPERTY, PLANT AND EQUIPMENT - AT COST: Electric plant ................................ $11,637,250 $11,480,244 Construction work in progress ................. 246,852 242,661 Plant held for future use ..................... 197,491 196,330 Nuclear fuel .................................. 211,874 211,785 Electric plant acquisition adjustments ........ 3,166 3,166 ----------- ----------- Total ................................. 12,296,633 12,134,186 Less accumulated depreciation and amortization ............................... 3,349,081 3,194,127 ----------- ----------- Property, plant and equipment - net .............. 8,947,552 8,940,059 ----------- ----------- CURRENT ASSETS: Cash and cash equivalents ..................... 428 12,413 Special deposits .............................. 13 11,834 Accounts receivable: Affiliated companies ....................... 988 1,792 Others ..................................... 13,765 2,540 Accrued unbilled revenues ..................... 17,170 29,322 Inventory: Fuel stock, at lifo cost ................... 60,922 58,585 Materials and supplies, at average cost .... 157,456 160,371 Prepayments ................................... 15,271 9,234 ----------- ----------- Total current assets ..................... 266,013 286,091 ----------- ----------- OTHER ASSETS: Deferred plant costs .......................... 651,808 664,699 Deferred debits ............................... 310,956 333,620 Unamortized debt expense and premium on reacquired debt ............................ 162,291 164,368 Regulatory asset - net ........................ 241,194 246,763 Recoverable project costs ..................... 108,085 118,016 ----------- ----------- Total other assets ....................... 1,474,334 1,527,466 ----------- ----------- Total ............................................ $10,687,899 $10,753,616 =========== =========== See Notes to Financial Statements. -11- HOUSTON LIGHTING & POWER COMPANY BALANCE SHEETS (THOUSANDS OF DOLLARS) CAPITALIZATION AND LIABILITIES June 30, December 31, 1994 1993 CAPITALIZATION: Common Stock Equity: Common stock, class A; no par value ........ $ 1,524,949 $ 1,524,949 Common stock, class B; no par value ........ 150,978 150,978 Retained earnings .......................... 2,048,593 2,028,924 ----------- ----------- Total common stock equity .............. 3,724,520 3,704,851 ----------- ----------- Cumulative Preferred Stock: Not subject to mandatory redemption ........ 351,345 351,354 Subject to mandatory redemption ............ 121,910 167,236 ----------- ----------- Total cumulative preferred stock ....... 473,255 518,590 ----------- ----------- Long-Term Debt: First mortgage bonds ....................... 3,020,122 3,019,843 Pollution control revenue bonds ............ 155,232 155,218 Other ...................................... 12,875 15,010 ----------- ----------- Total long-term debt .................. 3,188,229 3,190,071 ----------- ----------- Total capitalization .............. 7,386,004 7,413,512 ----------- ----------- CURRENT LIABILITIES: Notes payable ................................. 113,500 171,100 Accounts payable .............................. 157,401 190,583 Accounts payable to affiliated companies ...... 19,862 8,449 Taxes accrued ................................. 145,766 187,517 Interest and dividends accrued ................ 61,739 65,238 Accrued liabilities to municipalities ......... 22,311 22,589 Customer deposits ............................. 65,717 65,604 Current portion of long-term debt and preferred stock ............................ 51,514 44,725 Other ......................................... 66,035 63,607 ----------- ----------- Total current liabilities .............. 703,845 819,412 ----------- ----------- DEFERRED CREDITS: Accumulated deferred federal income taxes ..... 1,831,149 1,798,976 Unamortized investment tax credit ............. 421,301 430,996 Other ......................................... 345,600 290,720 ----------- ----------- Total deferred credits ............. 2,598,050 2,520,692 ----------- ----------- COMMITMENTS AND CONTINGENCIES Total .............................. $10,687,899 $ 10,753,616 =========== ============ See Notes to Financial Statements. -12- HOUSTON LIGHTING & POWER COMPANY STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (THOUSANDS OF DOLLARS) Six Months Ended June 30, ----------------------- 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net income ...................................... $ 200,840 $ 155,273 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ................ 198,604 192,432 Amortization of nuclear fuel ................. 5,421 2,101 Deferred income taxes ........................ 36,588 26,352 Investment tax credits ....................... (9,695) (9,946) Allowance for other funds used during construction .............................. (1,409) (1,788) Fuel cost (refund) and over/(under) recovery - net ..................................... 27,408 (45,799) Cumulative effect of change in accounting for postemployment benefits ................... 8,200 Changes in other assets and liabilities: Accounts receivable - net ................. 1,731 170,111 Material and supplies ..................... 2,915 1,091 Fuel stock ................................ (2,337) 3,550 Accounts payable .......................... (21,769) 801 Interest and taxes accrued ................ (45,250) (46,248) Other current liabilities ................. 3,547 (209) Other - net ............................... 58,217 40,399 ---------- ---------- Net cash provided by operating activities ....... 463,011 488,120 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Construction and nuclear fuel expenditures (including allowance for borrowed funds used during construction) .................... (191,637) (132,429) Other - net ..................................... (6,355) (5,661) ---------- ---------- Net cash used in investing activities ........ (197,992) (138,090) ---------- ---------- (Continued) -13- HOUSTON LIGHTING & POWER COMPANY STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (THOUSANDS OF DOLLARS) (CONTINUED) Six Months Ended June 30, ----------------------- 1994 1993 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from first mortgage bonds ................ $ 545,243 Payment of matured bonds .......................... $ (19,500) (136,000) Payment of dividends .............................. (181,885) (202,817) Decrease in notes payable ......................... (57,600) (4,590) Decrease in notes payable to affiliated company ........................................ (19,000) Redemption of preferred stock ..................... (20,000) (40,000) Extinguishment of long-term debt .................. (477,083) Other - net ....................................... 1,981 (3,036) --------- --------- Net cash used in financing activities .......... (277,004) (337,283) --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ....................................... (11,985) 12,747 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ..... 12,413 4,254 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD ........... $ 428 $ 17,001 ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash Payments: Interest (net of amounts capitalized) .......... $ 131,634 $ 159,622 Income taxes ................................... 57,913 31,002 See Notes to Financial Statements. -14- HOUSTON LIGHTING & POWER COMPANY STATEMENTS OF RETAINED EARNINGS (THOUSANDS OF DOLLARS)
Three Months Ended Six Months Ended June 30, June 30, --------------------------- --------------------------- 1994 1993 1994 1993 Balance at Beginning of Period ................. $ 1,990,614 $ 1,851,136 $ 2,028,924 $ 1,922,558 Net Income for the Period .. 150,881 114,554 200,840 155,273 Redemption of Preferred Stock .................. (402) (402) ------------ ------------ ------------ ------------ Total .................. 2,141,495 1,965,288 2,229,764 2,077,429 ------------ ------------ ------------ ------------ Deductions - Cash Dividends: Preferred .............. 8,403 8,789 16,676 17,934 Common ................. 84,499 79,995 164,495 182,991 ------------ ------------ ------------ ------------ Total .............. 92,902 88,784 181,171 200,925 ------------ ------------ ------------ ------------ Balance at End of Period ... $ 2,048,593 $ 1,876,504 $ 2,048,593 $ 1,876,504 ============ ============ ============ ============
See Notes to Financial Statements. -15- HOUSTON INDUSTRIES INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AND HOUSTON LIGHTING & POWER COMPANY NOTES TO FINANCIAL STATEMENTS (1) REGULATORY PROCEEDINGS AND LITIGATION REFERENCE The information presented in the following Notes in this Form 10-Q should be read in conjunction with the Houston Industries Incorporated (Company) Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-7629), filed in combined form with the Houston Lighting & Power Company (HL&P) Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-3187) (collectively, the 1993 Combined Form 10-K), including the Notes to the Company's Consolidated and HL&P's Financial Statements included in Item 8 thereof. Notes 9, 10 and 11 to the Company's Consolidated and HL&P's Financial Statements in the 1993 Combined Form 10-K, as updated by the description of developments in the regulatory and litigation matters contained in Notes 8, 9 and 10 of the Notes to the Company's Consolidated and HL&P's Financial Statements included in this Report, are incorporated herein by reference as they relate to the Company and HL&P, respectively. (2) COMMON STOCK COMPANY. At June 30, 1994, and December 31, 1993, the Company had authorized 400,000,000 shares of common stock, of which 130,708,985 and 130,658,755 shares, respectively, were outstanding. For a discussion of additional shares issued by the Company in July 1994, see Note 12 of the Notes to the Company's Consolidated and HL&P's Financial Statements in this Report. HL&P. All issued and outstanding Class A voting common stock of HL&P is held by the Company and all issued and outstanding Class B non-voting common stock of HL&P is held by Houston Industries (Delaware) Incorporated (Houston Industries Delaware), a wholly-owned subsidiary of the Company. (3) HL&P PREFERRED STOCK At June 30, 1994, and December 31, 1993, HL&P had 10,000,000 shares of preferred stock authorized, of which 5,232,397 and 5,432,397 shares, respectively, were outstanding. In June 1994, HL&P redeemed, at $100 per share, 200,000 shares of its $8.50 cumulative preferred stock in satisfaction of mandatory sinking fund requirements. (4) EARNINGS PER COMMON SHARE COMPANY. Earnings per common share for the Company is computed by dividing net income by the weighted average number of shares outstanding during the respective period. -16- HL&P. Earnings per share data for HL&P is not computed since all of its common stock is held by the Company and Houston Industries Delaware. (5) LONG-TERM DEBT COMPANY. In March 1994, KBL Cable, Inc. made a scheduled repayment of $10.4 million principal amount of its senior notes and senior subordinated notes. HL&P. In January 1994, HL&P repaid at maturity $19.5 million principal amount of Series A collateralized medium-term notes. (6) POSTEMPLOYMENT BENEFITS FOR THE COMPANY AND HL&P The Company and HL&P adopted Statement of Financial Accounting Standards (SFAS) No. 112, "Employer's Accounting for Postemployment Benefits", effective January 1, 1994. SFAS No. 112 requires the recognition of a liability for benefits, not previously accounted for on the accrual basis, provided to former or inactive employees, their beneficiaries and covered dependents, after employment but before retirement. In the Company's and HL&P's case, this liability is principally health care and life insurance benefits for participants in the long-term disability plan. As required by SFAS No. 112, the Company and HL&P expensed the transition obligation (liability from prior years) upon adoption, and recorded a one-time, after-tax charge to income of $8.2 million in the first quarter of 1994. Ongoing 1994 charges to income are expected to be immaterial. (7) ENVIRONMENTAL AND CABLE REGULATIONS (A) ENVIRONMENTAL REGULATIONS. For information regarding the impact of environmental regulations on the Company and its subsidiaries, see the fifth paragraph of Note 8(a) to the Company's Consolidated and HL&P's Financial Statements included in the 1993 Combined Form 10-K, which paragraph is incorporated herein by reference. (B) IMPACT OF THE CABLE TELEVISION CONSUMER PROTECTION AND COMPETITION ACT OF 1992 ON KBLCOM INCORPORATED (KBLCOM). In March 1994, the Federal Communications Commission (FCC) issued its revised benchmark rules (Rate Rule II) as well as its interim cost-of-service rule (Interim COS Rule). Each of these rules became effective on May 15, 1994. Rate Rule II revises the "benchmark formulas" established by the FCC in May 1993. Under Rate Rule II (which will be applied prospectively), cable operators must reduce their existing rates to the higher of (i) the rates calculated using the revised benchmark formulas (Revised Benchmarks) or (ii) a level 17% below such cable operators' rates as of September 30, 1992, adjusted for inflation. Cable operators which cannot or do not wish to comply with the Revised Benchmarks may choose to justify their existing rates under the Interim COS Rule. The Interim COS Rule establishes a cost-of-service rate system similar to that used in the telephone industry. KBLCOM expects that it will incur increased administrative burdens under these new rules, and that the Revised Benchmarks will impose some additional reductions in KBLCOM's rates for regulated services. The extent of the anticipated decline in revenues cannot be determined at this time, but will have an adverse impact on KBLCOM's financial position and results of operations. -17- (8) JOINTLY-OWNED NUCLEAR PLANT (A) HL&P INVESTMENT. HL&P is project manager and one of four co-owners in the South Texas Project Electric Generating Station (South Texas Project), which consists of two 1,250 megawatt nuclear generating units. Each co-owner funds its own share of capital and operating costs associated with the plant, with HL&P's interest in the project being 30.8%. HL&P's share of the operation and maintenance expenses is included in electric operation and maintenance expenses on the Company's Statements of Consolidated Income and in the corresponding operating expense amounts on HL&P's Statements of Income. As of June 30, 1994, HL&P's investments (net of accumulated depreciation and amortization) in the South Texas Project and in nuclear fuel, including Allowance for Funds Used During Construction, were $2.1 billion and $114.1 million, respectively. (B) CITY OF AUSTIN LITIGATION. In February 1994, the City of Austin (Austin), one of the other owners of the South Texas Project, filed suit against HL&P. That suit remains pending in the 152nd District Court for Harris County, Texas. Austin alleges that the outages at the South Texas Project were due to HL&P's failure to perform obligations it owed to Austin under the Participation Agreement among the four co-owners of the South Texas Project (Participation Agreement). Austin also asserts that HL&P breached certain undertakings voluntarily assumed by HL&P under the terms and conditions of the Operating Licenses and Technical Specifications relating to the South Texas Project. Austin claims that such failures have caused Austin damages of at least $125 million due to the incurrence of increased operating and maintenance costs, the cost of replacement power and lost profits on wholesale transactions that did not occur. As it did in litigation filed against HL&P in 1983, Austin asserts that HL&P breached obligations HL&P owed under the Participation Agreement to Austin, and Austin seeks a declaration that HL&P had a duty to exercise reasonable care in the operation and maintenance of the South Texas Project. In that earlier litigation (which was won by HL&P at trial, affirmed on appeal and became final in 1993), however, the courts concluded that the Participation Agreement did not impose on HL&P a duty to exercise reasonable skill and care as project manager. In April 1994, HL&P filed a motion for partial summary judgment on the grounds that Austin's negligence claims are barred by RES JUDICATA and collateral estoppel. Following a hearing in June 1994, HL&P's motion for summary judgment was denied. Trial has been set for October 1995. Austin also asserts in the pending suit that certain terms of a settlement reached in 1992 among HL&P and Central and South West Corporation (CSW) and its subsidiary, Central Power and Light Company (CPL), another co-owner of the South Texas Project, are invalid and void. The Participation Agreement permits arbitration of certain disputes among the owners, and the challenged settlement terms provide that in any future arbitration, HL&P and CPL would each appoint an arbitrator acceptable to the other. Austin asserts that, as a result of this agreement, the arbitration provisions of the Participation Agreement are void and Austin should not be required to participate in or be bound by arbitration proceedings. HL&P, however, considers that Austin's claims on this issue have largely been rendered moot in this case as a result of HL&P's election not to demand arbitration of Austin's current claims as permitted by the Participation Agreement, but to proceed to trial in the Harris County district court. -18- In May 1994, the City of San Antonio (San Antonio) intervened in the litigation filed by Austin against HL&P and asserted claims similar to those asserted by Austin, though San Antonio has not identified the amount of damages it seeks from HL&P. In its petition, San Antonio has also adopted arguments similar to those of Austin regarding the effect of HL&P's settlement with CPL on the arbitration provisions of the Participation Agreement. HL&P opposes San Antonio's intervention on the grounds that San Antonio has already elected to arbitrate its claims against HL&P regarding HL&P's management of the South Texas Project in the arbitration proceeding currently pending among HL&P, San Antonio, Austin and CPL, and to that end, HL&P has asserted its own demand for arbitration of San Antonio's 1993-94 outage claims pursuant to the terms of the Participation Agreement (see Note 8(c) of the Notes to the Company's Consolidated and HL&P's Financial Statements in this Report). The Harris County district court has scheduled a hearing on HL&P's opposition to San Antonio's intervention for September 1994. HL&P and the Company do not believe there is merit to either Austin's or San Antonio's claims, and they intend to defend vigorously against them. However, there can be no assurance as to the ultimate outcome of these matters. For more detailed information regarding the outage of the South Texas Project, the previous litigation filed by Austin and the settlement with CSW and CPL referred to above, see Notes 9(b), 9(c) and 9(f) of the Notes to the Company's Consolidated and HL&P's Financial Statements included in the 1993 Combined Form 10-K. Also, see Note 8(f) of the Notes to the Company's Consolidated and HL&P's Financial Statements in this Report. (C) ARBITRATION WITH CO-OWNERS. For a discussion of the arbitration requested by San Antonio for its claim under the Participation Agreement, see Note 8(b) of the Notes to the Company's Consolidated and HL&P's Financial Statements in this Report and Note 9(c) of the Notes to the Company's Consolidated and HL&P's Financial Statements included in the 1993 Combined Form 10-K. The four arbitrators appointed by the owners to consider San Antonio's claims against HL&P in this arbitration have met and are currently considering the appointment of a fifth arbitrator which they are to select under the terms of the arbitration provisions in the Participation Agreement. (D) NUCLEAR INSURANCE. HL&P and the other owners of the South Texas Project maintain nuclear property and nuclear liability insurance coverages as required by law and periodically review available limits and coverage for additional protection. The owners of the South Texas Project currently maintain $500 million in primary property damage insurance from American Nuclear Insurers (ANI). Additionally, the owners of the South Texas Project maintain the maximum amounts of excess property insurance available through the insurance industry, $2.25 billion. This excess property insurance coverage consists of $850 million of excess insurance from ANI and $1.4 billion of excess property insurance coverage through participation in the Nuclear Electric Insurance Limited (NEIL) II program. Under NEIL II, HL&P and the other owners of the South Texas Project are subject to a maximum assessment, in the aggregate, of approximately $15.9 million in any one policy year. The application of the proceeds of such property insurance is subject to the priorities established by the United States -19- Nuclear Regulatory Commission (NRC) regulations relating to the safety of licensed reactors and decontamination operations. Pursuant to the Price Anderson Act, the maximum liability to the public for owners of nuclear power plants, such as the South Texas Project, was decreased from $9.3 billion to $9.2 billion effective June 3, 1994. Owners are required under the Act to insure their liability for nuclear incidents and protective evacuations by maintaining the maximum amount of financial protection available from private sources and by maintaining secondary financial protection through an industry retrospective rating plan. The assessment of deferred premiums provided by the plan is $75.5 million per reactor subject to indexing for inflation, a possible 5% surcharge (but no more than $10 million per reactor per incident in any one year) and a 3% state premium tax. HL&P and the other owners of the South Texas Project currently maintain the required nuclear liability insurance and participate in the industry retrospective rating plan. There can be no assurance that all potential losses or liabilities will be insurable, or that the amount of insurance will be sufficient to cover them. Any substantial losses not covered by insurance could have a material adverse effect on HL&P's and the Company's financial condition. (E) NUCLEAR DECOMMISSIONING. HL&P and the other co-owners of the South Texas Project are required by the NRC to meet minimum decommissioning funding requirements to pay the costs of decommissioning the South Texas Project. Pursuant to the terms of the order of the Public Utility Commission of Texas (Utility Commission) in Docket No. 9850, HL&P is currently funding decommissioning costs with an independent trustee at an annual amount of $6 million. This funding level was estimated to provide approximately $146 million in 1989 dollars at the time of scheduled decommissioning. In May 1994, an outside consultant estimated HL&P's portion of decommissioning costs to be approximately $318 million in 1994 dollars with a corresponding funding level of $16 million per year. The consultant's calculation of decommissioning costs for financial planning purposes used the DECON methodology (prompt removal/dismantling), one of three alternatives acceptable to the NRC, and assumed deactivation of Unit No. 1 and Unit No. 2 upon expiration of their 40 year operating licenses. HL&P is currently in a rate proceeding, see Note 9(e) of the Notes to the Company's Consolidated and HL&P's Financial Statements in this Report. Until the issuance of an order in the pending rate proceeding, the exact funding level in excess of the minimum NRC requirements cannot be determined. While the current funding levels exceed minimum NRC requirements, no assurance can be given that (i) the amount held in the trust will be adequate to cover the actual decommissioning costs of the South Texas Project or (ii) the assumptions used in estimating decommissioning costs will ultimately prove to be correct. (F) NRC INSPECTIONS AND OPERATIONS. Both generating units at the South Texas Project were out of service from February 1993 to February 1994, when Unit No. 1 was returned to service. Unit No. 2 was returned to service in May 1994. HL&P removed the units from service in February 1993 when a problem was encountered with certain of the units' auxiliary feedwater pumps. At that time HL&P concluded, and the NRC confirmed, that the units should not resume operation until HL&P had determined the root cause of the failure, had briefed the NRC, and had taken corrective action. -20- The South Texas Project is currently listed on the NRC's "watch list" of plants with "weaknesses that warrant increased NRC attention." The decision to place the South Texas Project on the "watch list" followed the June 1993 issuance of a report by a Diagnostic Evaluation Team (DET) which conducted a review of the South Texas Project and identified a number of areas requiring improvement at the South Texas Project. Plants in this category are authorized to operate but are subject to close monitoring by the NRC. The NRC reviews the status of plants on the list semi-annually with the last review conducted in June 1994 and the next review planned in January 1995. Other proceedings concerning the South Texas Project also remain pending. As previously reported, certain former employees and an employee of a contractor have asserted claims that their employment was terminated or disrupted in retaliation for their having made safety related complaints to the NRC. In 1993, it was reported that the NRC had referred these claims to the Department of Justice. HL&P understands that these matters are no longer under consideration by the Department of Justice. However, civil proceedings by the complaining personnel and administrative proceedings by the Department of Labor remain pending against HL&P, and the NRC could take enforcement action against HL&P and/or individual employees with respect to these matters. Also, a subcommittee of the U.S. House of Representatives (Subcommittee) has notified HL&P that it is conducting an inquiry related to the South Texas Project, and HL&P has begun to provide documents and other assistance to that Subcommittee's Staff in connection with that inquiry. Although the precise focus and timing of the inquiry has not been identified by the Subcommittee, it is anticipated that the Subcommittee will inquire into matters related to HL&P's handling of "whistleblower" complaints and to issues related to the NRC's DET review of the South Texas Project. In connection with that inquiry, HL&P has been advised that the U. S. General Accounting Office (GAO) has begun a review of the NRC's inspection process as it relates to the South Texas Project and other plants, and HL&P is cooperating with the GAO in its investigation and with the NRC in a similar review it has initiated. For additional information regarding the foregoing matters, including the DET's report on weaknesses at the South Texas Project, increases in fuel and non-fuel expenditures relating to the outage, the possible impact of the outage on the results of HL&P's pending rate proceeding under Section 42 of the Texas Public Utility Regulatory Act of 1975, as amended (PURA), involving the Company's rates, and various civil and administrative proceedings relating to the South Texas Project, see Notes 9(f) and 10(g) of the Notes to the Company's Consolidated and HL&P's Financial Statements included in the 1993 Combined Form 10-K. Also, see Notes 9(e) and 9(f) of the Notes to the Company's Consolidated and HL&P's Financial Statements included in this Report. (G) LOW-LEVEL RADIOACTIVE WASTE. In response to the federal Low-Level Radioactive Waste Policy Act of 1980 which assigns responsibility for low-level waste disposal to the states, Texas has created the Texas Low-Level Radioactive Waste Disposal Authority (Waste Disposal Authority) to build and operate a low-level waste disposal facility. HL&P's portion of the State of Texas assessment for the development work on this facility was approximately $0.7 million in 1994 and will be approximately $1.3 million for 1995. Nuclear facilities in Texas formerly had access to the low-level waste disposal facility at Barnwell, South Carolina which was closed in June 1994 to generators -21- of radioactive waste located in states which are not members of the Southeast compact. HL&P has constructed a temporary low-level radioactive waste storage facility at the South Texas Project which will be utilized for interim storage of low-level radioactive waste prior to the opening of the Texas Low-Level Radioactive Waste Site. The Waste Disposal Authority currently estimates that the Texas site could begin receiving waste in mid-1997. (9) UTILITY COMMISSION PROCEEDINGS Pursuant to a series of applications filed by HL&P in recent years, the Utility Commission has granted HL&P rate increases to reflect in electric rates HL&P's substantial investment in new plant construction, including the South Texas Project. Although Utility Commission action on those applications has been completed, judicial review of a number of the Utility Commission orders is pending. In Texas, Utility Commission orders may be appealed to a District Court in Travis County, and from that court's decision an appeal may be taken to the Court of Appeals for the 3rd District at Austin (Austin Court of Appeals). Discretionary review by the Supreme Court of Texas may be sought from decisions of the Austin Court of Appeals. The pending appeals from the Utility Commission orders are in various stages. In the event the courts ultimately reverse actions of the Utility Commission in any of these proceedings, such matters would be remanded to the Utility Commission for action in light of the courts' orders. Because of the number of variables which can affect the ultimate resolution of such matters on remand, the Company and HL&P generally are not in a position at this time to predict the outcome of the matters on appeal or the ultimate effect that adverse action by the courts could have on the Company and HL&P. On remand, the Utility Commission's action could range from granting rate relief substantially equal to the rates previously approved to a reduction in the revenues to which HL&P was entitled during the time the applicable rates were in effect, which could require a refund to customers of amounts collected pursuant to such rates. Judicial review is pending on the final orders of the Utility Commission in (a) through (d) described below. (A) DOCKET NO. 8425. For information concerning HL&P's application for a rate increase in Docket No. 8425 (1988 rate case) and the status of appeals relating thereto, see Note 10(b) of the Notes to the Company's Consolidated and HL&P's Financial Statements included in the 1993 Combined Form 10-K. For information on the decision of the Supreme Court of Texas regarding deferred accounting with respect to Docket Nos. 8230 and 9010, see Note 9(d) of the Notes to the Company's Consolidated and HL&P's Financial Statements in this Report. (B) DOCKET NO. 9850. For a discussion of HL&P's 1991 rate case (Docket No. 9850), the settlement agreement approved by the Utility Commission, and the status of appeals relating thereto, see Note 10(c) of the Notes to the Company's Consolidated and HL&P's Financial Statements included in the 1993 Combined Form 10-K. In August 1992, a district court in Travis County affirmed the Utility Commission's final order in HL&P's 1991 rate case (Docket No. 9850). That decision was appealed by certain parties to the Austin Court of Appeals, raising issues concerning the Utility Commission's approval -22- of a non-unanimous settlement in that docket, the Utility Commission's calculation of federal income tax expense and the allowance of deferred accounting reflected in the settlement. In August 1993, the Austin Court of Appeals affirmed the ruling by the Travis County District Court on the procedural ground that the appellant had not timely filed a statement of facts. On review of that decision in June 1994, the Supreme Court of Texas reversed the decision of the Austin Court of Appeals insofar as it refused to consider all assertions of error by the appellant. The Supreme Court held that, even in the absence of a timely filed statement of facts, the Court of Appeals could take judicial notice of the Utility Commission's published order and consider errors of law that may be evident from the face of the order, and do not require reference to the administrative record. Accordingly, it remanded the case for limited reconsideration by the Court of Appeals. For a discussion of certain other judicial decisions which may affect the Utility Commission's calculation of federal income tax expense in Docket No. 9850, see Note 10(b) of the Notes to the Company's Consolidated and HL&P's Financial Statements included in the 1993 Combined Form 10-K. (C) DOCKET NO. 6668. For a discussion of Docket No. 6668, the Utility Commission's inquiry into the prudence of the planning, management and construction of the South Texas Project, see Note 10(d) of the Notes to the Company's Consolidated and HL&P's Financial Statements included in the 1993 Combined Form 10-K. Separate appeals are pending from Utility Commission orders in Docket Nos. 8425 and 9850 in which the findings of the order in Docket No. 6668 are reflected in rates. See also Notes 9(a) and 9(b) above. (D) DOCKET NOS. 8230 AND 9010. For a description of the Utility Commission's authorization of deferred accounting for the South Texas Project (Docket Nos. 8230 and 9010) and appeals thereof, see Note 10(e) of the Notes to the Company's Consolidated and HL&P's Financial Statements included in the 1993 Combined Form 10-K. In June 1994, the Supreme Court of Texas decided the appeal of Docket Nos. 8230 and 9010, as well as all other pending deferred accounting cases, upholding deferred accounting treatment for both carrying costs and operation and maintenance expenses as within the Utility Commission's statutory authority and reversed the Austin Court of Appeals decision to the extent that the Austin Court of Appeals had rejected deferred accounting treatment for carrying charges. Because the lower appellate court had upheld deferred accounting only as to operating and maintenance expenses, the Supreme Court remanded Docket Nos. 8230 and 9010 to the Austin Court of Appeals to consider the points of error challenging the grant of deferred accounting for carrying costs which it had not reached in its earlier consideration of the case. The Supreme Court opinion did state, however, that when deferred costs are considered for addition to the utility's rate base in an ensuing rate case, the Utility Commission must then determine to what extent inclusion of the deferred costs is necessary to preserve the utility's financial integrity. A motion for rehearing of the Supreme Court of Texas's decision has been filed. The decision will not be final until this motion is decided. -23- (E) DOCKET NO. 12065. In February 1994, an administrative law judge (ALJ) of the Utility Commission ruled that a proceeding should be conducted pursuant to Section 42 of PURA in order to inquire into HL&P's existing rates. That order subsequently was affirmed by the Utility Commission, and in July 1994, HL&P filed data in support of its existing rates, as required by the ALJ. In that material, HL&P asserts that its existing rates continue to be just and reasonable and should not be reduced by the Utility Commission. HL&P further asserts that it would be able to demonstrate an entitlement of an increase in rates if it were to file for a rate increase. No such increase is currently being sought. In addition, HL&P will file a request in connection with Docket No. 12065 for reconciliation of fuel related expenses incurred during the period from April 1, 1990 through July 31, 1994, a period which includes the 1993-94 outages at the South Texas Project units. Also in connection with Docket No. 12065, the Utility Commission has determined to conduct an inquiry (Docket No. 13126) into the prudence of HL&P's operation of the South Texas Project, the results of which will be considered in determining whether additional fuel expense incurred during the 1993-94 outage at the South Texas Project should be deemed by the Utility Commission to be unreasonable and whether there has been mismanagement of the South Texas Project by HL&P which should be taken into account in considering the appropriate rate of return in the Section 42 proceeding. In July 1994, the Utility Commission approved the hiring of a consultant to conduct a review of HL&P's prudence in the management of the South Texas Project in order to assist the Utility Commission Staff in preparing testimony for the prudence inquiry. Hearings regarding the matters to be considered in connection with Docket No. 12065 are expected to begin in late November 1994. No final decision by the Utility Commission on these matters is expected before the summer of 1995. Although HL&P and the Company believe that the Section 42 inquiry into HL&P's rates is unwarranted and that the South Texas Project has not been imprudently managed, there can be no assurance as to the outcome of this proceeding, and HL&P's rates could be reduced following a hearing. HL&P believes that any reduction in base rates as a result of a Section 42 inquiry would take effect prospectively. For additional information regarding Docket No. 12065, see Note 10(f) of the Notes to the Company's Consolidated and HL&P's Financial Statements included in the 1993 Combined Form 10-K. (F) FUEL RECONCILIATION. At June 30, 1994, HL&P had recovered through the fuel factor included in its rates approximately $89 million (including interest) less than the amounts expended for fuel, a significant portion of which under recovery occurred in 1993 during the outage of the South Texas Project. Although over or under recoveries do not affect earnings until reconciled in a proceeding before the Utility Commission, any amounts disallowed as unreasonably incurred would not be recoverable from customers and charged against earnings. As discussed above, in August 1994, a fuel reconciliation will be filed in Docket No. 12065. For additional information regarding HL&P's recovery of fuel costs incurred in electric generation (including possible assertions in Docket No. 12065 that a portion of such costs should be disallowed as unreasonable), see Note 10(g) of the Notes to the Company's Consolidated and HL&P's Financial Statements included in the 1993 Combined Form 10-K. Also, see Note 9(e) of the Notes to the Company's Consolidated and HL&P's Financial Statements included in this Report. -24- (10) DEFERRED PLANT COSTS The Utility Commission authorized deferred accounting with respect to the South Texas Project (Docket Nos. 8230 and 9010 for Unit No. 1 and Docket No. 8425 for Unit No. 2). In May 1991, HL&P implemented under bond, in Docket No. 9850, a $313 million base rate increase. At that time, HL&P ceased all cost deferrals related to the South Texas Project and began the recovery of such amounts. These deferrals are being amortized on a straight-line basis as allowed by the final order in Docket No. 9850. The amortization of these deferrals totaled $6.4 million and $12.9 million for the three months and six months ended June 30, 1994, respectively, and is recorded on the Company's Statements of Consolidated Income and HL&P's Statements of Income in depreciation and amortization expense. The following table shows the original balance of the deferrals and the unamortized balance at June 30, 1994. Balance at Original June 30, Balance 1994 --------- ----------- (Thousands of Dollars) Deferred Accounting: (a) Deferred Expenses ................ $250,151 $230,139 Deferred Carrying Costs on Plant Investment ......... 399,972 367,975 -------- -------- Total ............................ 650,123 598,114 Qualified Phase-In Plan: (b) ..... 82,254 53,694 -------- -------- Total Deferred Plant Costs ....... $732,377 $651,808 ======== ======== ------------ (a) Amortized over the estimated depreciable life of the South Texas Project. (b) Amortized over nine years beginning in May 1991. As of June 30, 1994, HL&P has recorded deferred income taxes of $198.2 million with respect to deferred accounting and $13.4 million with respect to the deferrals associated with the qualified phase-in plan. The accounting for deferred plant costs is described in greater detail in Note 9(d) of the Notes to the Company's Consolidated and HL&P's Financial Statements in this Report and Note 11 of the Notes to the Company's Consolidated and HL&P's Financial Statements included in the 1993 Combined Form 10-K. (11) MALAKOFF ELECTRIC GENERATING STATION As previously disclosed, HL&P ceased all development work on the Malakoff Electric Generating Station (Malakoff) in 1987. HL&P is no longer considering construction of the power generating units due to the availability of other cost effective options. Previously, the Utility Commission has addressed portions of HL&P's investment in Malakoff and has accorded various rate treatments for those costs, -25- including amortization of portions of those costs. For a further discussion of the accounting treatment of costs related to Malakoff and the Utility Commission's previous treatment of those costs, see Note 12 of the Notes to the Company's Consolidated and HL&P's Financial Statements included in the 1993 Combined Form 10-K, which note is incorporated herein by reference. In its recent filing in Docket No. 12065 described in Note 9(e) of the Notes to the Company's Consolidated and HL&P's Financial Statements in this Report, HL&P provided for amortization of its entire remaining investment in Malakoff, including $78.2 million attributable to the portion of the engineering design costs for which amortization had not previously been authorized and $147.6 million attributable to related lignite reserves which had not previously been addressed by the Utility Commission. If appropriate rate treatment of these amounts is not ultimately received, HL&P could be required to write off any unrecoverable portions of its Malakoff investment. (12) SUBSEQUENT EVENTS COMPANY. In July 1994, KBLCOM acquired the stock of three cable companies serving approximately 48,000 customers in the Minneapolis area in exchange for 587,646 shares of common stock of the Company. The total purchase price of approximately $80 million included the assumption of approximately $60 million in liabilities. HL&P. In July 1994, HL&P contributed as equity its rights to receive certain railroad settlement payments to HL&P Receivables, Inc. (HLPR), a wholly-owned subsidiary of HL&P. HLPR transferred the receivables to a trust. A bank purchased certificates evidencing a senior interest in the trust and HLPR holds a certificate evidencing a subordinate interest in the trust. HL&P received as a dividend on its equity investment in HLPR approximately $66.1 million, an amount equal to HLPR's proceeds from the sale. Consistent with the manner in which HL&P recorded receipts of the settlement payments, HL&P has recorded the transaction as a $66.1 million reduction to reconcilable fuel expense in July 1994. (13) INTERIM PERIOD RESULTS: RECLASSIFICATIONS The results of interim periods are not necessarily indicative of results expected for the year due to the seasonal nature of HL&P's business. In the opinion of management, the interim information reflects all adjustments (consisting only of normal recurring adjustments) necessary for a full presentation of the results for the interim periods. Certain amounts from the previous year have been reclassified to conform to the 1994 presentation of consolidated financial statements. Such reclassifications do not affect earnings. -26- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS COMPANY. Selected financial data for Houston Industries Incorporated (Company) is set forth below: Three Months Ended June 30, ----------------------- Percent 1994 1993 Change (Thousands of Dollars) Revenues ................ $1,066,660 $1,067,753 -- Operating Expenses ...... 765,863 820,067 (7) Operating Income ........ 300,797 247,686 21 Other Income ............ 11,950 11,775 1 Interest and Other Charges ............... 100,654 108,671 (7) Income Taxes ............ 78,265 50,581 55 Net Income .............. 133,828 100,209 34 Six Months Ended June 30, --------------------- Percent 1994 1993 Change (Thousands of Dollars) Revenues ................ $1,948,761 $1,933,712 1 Operating Expenses ...... 1,497,291 1,558,045 (4) Operating Income ........ 451,470 375,667 20 Other Income ............ 21,265 29,577 (28) Interest and Other Charges ............... 199,978 217,937 (8) Income Taxes ............ 100,554 60,043 67 Net Income .............. 164,003 127,264 29 The Company had consolidated earnings per share of $1.02 for the second quarter of 1994, compared to consolidated earnings per share of $.77 for the second quarter of 1993. Consolidated earnings per share for the six months ended June 30, 1994 was $1.25, compared to $.98 per share for the same period in 1993. -27- Electric Utility Operations: HL&P. GENERAL. Selected financial data for Houston Lighting & Power Company (HL&P) is set forth below: Three Months Ended June 30, ---------------------- Percent 1994 1993 Change (Thousands of Dollars) Revenues ................ $1,004,906 $1,005,149 -- Operating Expenses ...... 788,064 816,083 (3) Operating Income ........ 216,842 189,066 15 Interest Charges ........ 63,281 74,049 (15) Income After Preferred Dividends ............. 142,478 105,765 35 Six Months Ended June 30, ----------------------- Percent 1994 1993 Change (Thousands of Dollars) Revenues ................ $1,826,487 $1,810,834 1 Operating Expenses ...... 1,486,766 1,508,608 (1) Operating Income ........ 339,721 302,226 12 Interest Charges ........ 126,331 147,565 (14) Income After Preferred Dividends ............ 184,164 137,339 34 The increase in HL&P's earnings for the second quarter and first six months of 1994 resulted primarily from increased energy sales due primarily to improved economic activities in the service area and unusually mild weather in 1993, and reduced interest expense resulting from refinancing activities. OPERATING REVENUES AND SALES. Electric operating revenues were relatively unchanged for the second quarter, while they increased $15.7 million for the first six months of 1994, compared to the same periods in 1993. The increase in the first six months of 1994 was primarily due to increased residential and commercial kilowatt-hour (KWH) sales. Residential KWH sales for the second quarter and first six months of 1994 increased 11% and 8%, respectively, compared to the same periods in 1993, while commercial KWH sales increased 8% and 6%, respectively, for the same periods. Base revenues for the second quarter and first six months of 1994 increased $51.3 million and $80.2 million, respectively, compared to the same periods in 1993. These increases were due mainly to the unusually mild weather experienced in the first six months of 1993, and a 1.7% increase in the number of customers for the second quarter and first six months of 1994 compared to 1993. FUEL AND PURCHASED POWER EXPENSES. Fuel expenses decreased $27.1 million and $8.5 million for the second quarter and first six months of 1994, respectively, compared to the same periods of the previous year. These decreases were primarily due to decreases in the unit cost of gas and the resumption of the use of nuclear fuel coinciding with the start up of Unit Nos. 1 and 2 of the South Texas Project Electric Generating Station -28- (South Texas Project). For additional information regarding the South Texas Project, see Notes 8(f), 9(e) and 9(f) of the Notes to the Company's Consolidated and HL&P's Financial Statements in Item 1 of this Report. Purchased power expense decreased $25.3 million for the second quarter and $56.5 million for the first six months of 1994 due to the expiration of a purchase power contract. The average cost of fuel for the second quarter and first six months of 1994 was $1.63 per million British Thermal Units (MMBtu) and $1.71 per MMBtu, respectively, compared to $1.93 per MMBtu and $1.86 per MMBtu for the same periods in 1993. The combined costs of fuel used by HL&P and the fuel portion of purchased power was 1.76 cents per KWH for the second quarter and 1.83 cents per KWH for the first six months of 1994. These costs decreased from 2.06 cents per KWH and 2.00 cents per KWH for the comparable periods in 1993. OPERATION AND MAINTENANCE, DEPRECIATION AND AMORTIZATION, AND INTEREST EXPENSES. Electric operation and maintenance expense for the second quarter and first six months of 1994 decreased $8.8 million and $10.2 million, respectively, compared to the same periods in 1993. Depreciation and amortization expense for the second quarter and first six months of 1994 increased $3.5 million and $6.2 million, respectively, compared to the same periods in 1993, primarily due to an increase in depreciable property and the amortization, beginning in January 1994, of Demand Side Management expenditures. Interest expense for the second quarter and first six months of 1994 decreased $11.8 million and $21.3 million, respectively, compared to the same periods in 1993, primarily due to refinancing activities. RATE PROCEEDINGS. In February 1994, an administrative law judge (ALJ) of the Public Utility Commission of Texas (Utility Commission) ruled that a proceeding should be conducted pursuant to Section 42 of the Texas Public Utility Regulatory Act of 1975, as amended (PURA), in order to inquire into HL&P's existing rates. That order subsequently was affirmed by the Utility Commission, and in July 1994, HL&P filed data in support of its existing rates, as required by the ALJ. In that material, HL&P asserts that its existing rates continue to be just and reasonable and should not be reduced by the Utility Commission. HL&P further asserts that it would be able to demonstrate an entitlement of an increase in rates if it were to file for a rate increase. No such increase is currently being sought. In addition, HL&P will file a request in connection with Docket No. 12065 for reconciliation of fuel related expenses incurred during the period from April 1, 1990 through July 31, 1994, a period which includes the 1993-94 outages at the South Texas Project units (see Note 9(f) of the Notes to the Company's Consolidated and HL&P's Financial Statements in Item I of this Report). Also in connection with Docket No. 12065, the Utility Commission has determined to conduct an inquiry into the prudence of HL&P's operation of the South Texas Project, the results of which will be considered in determining whether additional fuel expense incurred during the 1993-94 outage at the South Texas Project should be deemed by the Utility Commission to be unreasonable and whether there has been mismanagement of the South Texas Project by HL&P which should be taken into account in considering the appropriate rate of return in the Section 42 proceeding. In July 1994, the Utility Commission approved the hiring of a consultant to conduct a review of HL&P's prudence in the management of the South Texas Project in order to assist the Utility Commission Staff in preparing testimony for the prudence inquiry. Hearings regarding the matters to be considered in connection with Docket No. 12065 are expected to begin in late November 1994. No final decision by the Utility Commission on these matters is expected before the summer of 1995. Although HL&P and the Company believe that the Section 42 inquiry into HL&P's rates is unwarranted and that the South Texas Project has not been imprudently managed, there can be no assurance as to the outcome of this proceeding, -29- and HL&P's rates could be reduced following a hearing. HL&P believes that any reduction in base rates as a result of a Section 42 inquiry would take effect prospectively. UNITED STATES NUCLEAR REGULATORY COMMISSION (NRC) DIAGNOSTIC EVALUATION OF THE SOUTH TEXAS PROJECT. In June 1993, the NRC announced that the South Texas Project had been placed on its "watch list" of plants with "weaknesses that warrant increased NRC attention." For a discussion of the NRC diagnostic evaluation of the South Texas Project and related matters, see Note 8(f) of the Notes to the Company's Consolidated and HL&P's Financial Statements in Item 1 of this Report and Note 9(f) of the Notes to the Company's Consolidated and HL&P's Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-7629), filed in combined form with the HL&P Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-3187) (collectively, the 1993 Combined Form 10-K). Cable Television Operations: KBLCOM. KBLCOM Incorporated (KBLCOM), the Company's cable television subsidiary, experienced a loss, before long-term financing cost with parent, of $2.9 million in the second quarter of 1994 compared to a loss of $.1 million for the same period in 1993. For the six months ended June 30, 1994, KBLCOM experienced a loss of $6.1 million compared to $4.2 million for the same period in the prior year. KBLCOM's results of operations for the second quarter and first six months of 1994 declined due to lower revenues resulting from lower rates for basic service mandated by the Cable Television Consumer Protection and Competition Act of 1992 (1992 Cable Act). KBLCOM's results of operations also declined due to higher operating expenses and higher depreciation and amortization costs. REVENUES AND EXPENSES. Revenues for the second quarter and first six months of 1994 decreased 1.4% and .5%, respectively, compared to the same periods in 1993. Operating expenses for the second quarter and first six months of 1994 increased 5.3% and 5.9%, respectively, compared to the same periods in 1993. Operating margins (revenue less operating expenses exclusive of depreciation and amortization) decreased from 41% to 37% for the second quarter of 1993 and 1994, respectively, and from 40% to 36% for the six months ended June 30, 1993 and 1994, respectively. Depreciation and amortization expense for the quarter and six months ended June 30, 1994 increased $1.1 million or 5.5% and $2.1 million or 5.4%, respectively, compared to the same periods in 1993. KBLCOM's equity interest in the pre-tax earnings of its jointly-owned cable television partnership, Paragon Communications, for the second quarter of 1994 was $7.7 million, a decrease of $.5 million or 6.4%, while earnings for the six months ended June 30, 1994 were $15.6 million, an increase of $.4 million or 2.8% when compared to the same periods of the previous year. Basic service revenues for the second quarter and six months ended June 30, 1994 decreased $3 million or 7% and $4.9 million or 5.8%, respectively, compared to the same periods of the previous year due to the regulation (commencing in the third quarter of 1993) of basic service rates under the 1992 Cable Act. This decrease was partially offset by the addition of approximately 33,000 customers from the second quarter of 1993. At June 30, 1994 and 1993, KBLCOM operated systems serving approximately 621,000 and 588,000 basic subscribers, respectively. -30- Premium service revenues for the quarter and six months ended June 30, 1994 increased $.6 million or 6.3% and $1 million or 5%, respectively, compared to the same periods in the previous year due primarily to increased sales of premium products. Pay-per-view revenues for the quarter and six months ended June 30, 1994 decreased $.3 million or 10% and $.3 million or 4%, respectively, compared to the same periods of the previous year. Ancillary revenues including advertising and installation fees for the quarter and six months ended June 30, 1994 increased $1.8 million or 25% and $3.6 million or 26%, respectively, compared to the same periods of the previous year. 1992 CABLE ACT. In October 1992, the 1992 Cable Act became law. The 1992 Cable Act significantly revised various provisions of the Cable Communications Policy Act of 1984. For a further discussion regarding the 1992 Cable Act, see "Business-Business of KBLCOM Regulation" in Item 1 of the 1993 Combined Form 10-K and Item 5 of Part II of the Combined Form 10-Q filed for the quarter ended March 31, 1994. In February 1994, the Federal Communications Commission (FCC) announced further changes in the rate regulations and announced its interim cost-of-service standards. In March 1994, the FCC issued its revised benchmark rules (Rate Rule II) as well as its interim cost-of-service rule (Interim COS Rule). Each of these rules became effective on May 15, 1994. Rate Rule II revises the "benchmark formulas" established by the FCC in May 1993. Under Rate Rule II (which will be applied prospectively), cable operators must reduce their existing rates to the higher of (i) the rates calculated using the revised benchmark formulas (Revised Benchmarks) or (ii) a level 17% below such cable operators' rates as of September 30, 1992, adjusted for inflation. The FCC believes that the application of the Revised Benchmarks will result in a reduction of cable system rates to approximately 17% below September 1992 rate levels. Cable operators which cannot or do not wish to comply with the Revised Benchmarks may choose to justify their existing rates under the Interim COS Rule. The Interim COS Rule establishes a cost-of-service rate system similar to that used in the telephone industry. Rate Rule II and the Interim COS Rule are lengthy and complex. KBLCOM expects that it will incur increased administrative burdens under these new rules, as well as additional reductions in KBLCOM's rates for regulated services. The extent of the anticipated decline in revenues cannot be determined at this time, but will have an adverse impact on KBLCOM's financial position and results of operations. LIQUIDITY AND CAPITAL RESOURCES The Company: GENERAL. The Company's cash requirements stem primarily from operating expenses, capital expenditures, payment of common stock dividends, payment of preferred stock dividends and interest and principal payments on debt. Net cash provided by operating activities totaled $424.1 million for the six months ended June 30, 1994. Net cash used in investing activities for the six months ended June 30, 1994, totaled $257.1 million, primarily due to electric capital expenditures of $191.6 million, cable television additions of $32.7 million and other construction expenditures of $12.3 million. -31- Financing activities for the six months of 1994 resulted in a net cash outflow of $173.8 million. The Company's primary financing activities reflect the incurrence of additional short-term borrowings offset by the redemption of preferred stock, the payment of dividends and the repayment of matured long-term debt. For further information with respect to these matters, reference is made to Notes 3 and 5 of the Notes to the Company's Consolidated and HL&P's Financial Statements in Item 1 of this Report. SOURCES OF CAPITAL RESOURCES AND LIQUIDITY. The Company has registered with the Securities and Exchange Commission (SEC) $250 million of debt securities which remain unissued. Proceeds from any sales of these securities are expected to be used for general corporate purposes including investments in and loans to subsidiaries. The Company also has registered with the SEC five million shares of its common stock. Proceeds from the sale of these securities will be used for general corporate purposes, including, but not limited to, the redemption, repayment or retirement of outstanding indebtedness of the Company or the advance or contribution of funds to one or more of the Company's subsidiaries to be used for their general corporate purposes, including, without limitation, the redemption, repayment or retirement of indebtedness or preferred stock. The Company's outstanding commercial paper at June 30, 1994 was approximately $536.3 million, which is supported by a $600 million bank credit facility. RATIOS OF EARNINGS TO FIXED CHARGES. The Company's ratios of earnings to fixed charges for the six and twelve months ended June 30, 1994 were 2.28 and 2.69, respectively. The Company believes that the ratio for the six-month period is not necessarily indicative of the ratio for a twelve-month period due to the seasonal nature of HL&P's business. Electric Utility: HL&P. GENERAL. HL&P's cash requirements stem primarily from operating expenses, capital expenditures, payment of dividends and interest and principal payments on debt. HL&P's net cash provided by operating activities for the first six months of 1994 totaled $463.0 million. In January 1994, HL&P repaid at maturity $19.5 million principal amount of Series A collateralized medium-term notes. In June 1994, HL&P redeemed, at $100 per share, 200,000 shares of its $8.50 cumulative preferred stock in satisfaction of mandatory sinking fund requirements. In July 1994, HL&P contributed as equity its rights to receive certain railroad settlement payments to HL&P Receivables, Inc., a wholly-owned subsidiary of HL&P. For a further discussion, see Note 12 of the Notes to the Company's Consolidated and HL&P's Financial Statements in Item 1 of this Report. Net cash used in HL&P's investing activities for the first six months of 1994 totaled $198.0 million. HL&P's construction and nuclear fuel expenditures (excluding Allowance for Funds Used During Construction) for the first six months of 1994 totaled $189.8 million out of the $478 million annual budget. HL&P expects to finance substantially all of its 1994 capital expenditures through funds generated internally from operations. -32- HL&P's financing activities for the first six months of 1994 resulted in a net cash outflow of approximately $277.0 million. Included in these activities were the payment of dividends, repayment of short-term borrowings, the redemption of preferred stock, and the repayment of matured long-term debt. For further information with respect to these matters, reference is made to Notes 3 and 5 of the Notes to the Company's Consolidated and HL&P's Financial Statements in Item 1 of this Report. SOURCES OF CAPITAL RESOURCES AND LIQUIDITY. HL&P has registered with the SEC $230 million aggregate liquidation value of preferred stock and $580 million aggregate principal amount of debt securities that may be issued as first mortgage bonds and/or as debt securities collateralized by first mortgage bonds. Proceeds from the sales of these securities are expected to be used for general corporate purposes including the purchase, redemption (to the extent permitted by the terms of the outstanding securities), repayment or retirement of outstanding indebtedness or preferred stock of HL&P. HL&P's outstanding commercial paper at June 30, 1994 was approximately $113.5 million, which is supported by a $400 million bank credit facility. RATIOS OF EARNINGS TO FIXED CHARGES. HL&P's ratios of earnings to fixed charges for the six and twelve months ended June 30, 1994, were 3.37 and 3.94, respectively. HL&P's ratios of earnings to fixed charges and preferred dividends for the six and twelve months ended June 30, 1994, were 2.83 and 3.33, respectively. HL&P believes that the ratios for the six-month period are not necessarily indicative of the ratios for a twelve-month period due to the seasonal nature of HL&P's business. Cable Television: KBLCOM. GENERAL. KBLCOM's cash requirements stem primarily from operating expenses, capital expenditures, and interest and principal payments on debt. KBLCOM's net cash provided by operating activities was $24.1 million for the six months ended June 30, 1994. Net cash used in KBLCOM's investing activities for the six months ended June 30, 1994 totaled $36.7 million, primarily due to cable television additions of $32.7 million. These amounts were financed principally through internally generated funds and intercompany borrowings. KBLCOM's financing activities for the six months ended June 30, 1994 resulted in a net cash inflow of $12.6 million. Included in these activities were the reduction of third party debt, and an increase in borrowings from the Company. The Company has engaged an investment banking firm to assist in finding a strategic partner or investor for KBLCOM in the telecommunications industry. In July 1994, KBLCOM acquired the stock of three cable companies serving approximately 48,000 customers in the Minneapolis area in exchange for 587,646 shares of common stock of the Company. The total purchase price of approximately $80 million included the assumption of approximately $60 million in liabilities. -33- SOURCES OF CAPITAL RESOURCES AND LIQUIDITY. In March 1994, KBL Cable, Inc. (KBL Cable) reduced its outstanding indebtedness by $10.4 million through scheduled principal payments. Additional borrowings under KBL Cable's bank facilities are subject to certain covenants which relate primarily to the maintenance of certain financial ratios, principally debt to cash flow and interest coverages. KBL Cable presently is in compliance with such covenants. KBLCOM's cash requirements for the remainder of 1994 are expected to be met primarily through intercompany borrowings. -34- PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. For a description of legal proceedings affecting the Company and its subsidiaries, including HL&P, reference is made to the information set forth in Item 1 of Part II of the Combined Form 10-Q for the quarter ended March 31, 1994, and Item 3 of the 1993 Combined Form 10-K and Notes 9, 10 and 11 to the Company's Consolidated and HL&P's Financial Statements in Item 8 of the 1993 Combined Form 10-K, as updated by the description of developments in regulatory and litigation matters contained in Notes 8, 9 and 10 of the Notes to the Company's Consolidated and HL&P's Financial Statements included in Part I of this Form 10- Q, all of which are incorporated herein by reference. In April 1994, the state district judge of the 268th Judicial District Court, Fort Bend County, Texas, dismissed for lack of subject matter jurisdiction a suit (PACE AND SCOTT v. HL&P) in which it was alleged that HL&P was charging illegal rates. The claim was based on the argument that the Utility Commission had failed to allocate to ratepayers the alleged tax benefits accruing to the Company and HL&P by virtue of the fact that HL&P's federal income taxes are paid as part of a consolidated group. The time within which an appeal of the District Court's dismissal could be perfected has now expired. However, one of the two plaintiffs filed a second lawsuit (PACE, INDIVIDUALLY AND AS A REPRESENTATIVE FOR ALL OTHERS SIMILARLY SITUATED v. HL&P) alleging substantially the same causes of action in the 56th Judicial District Court of Galveston County, Texas in June 1994. Management believes that the suit is without merit. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS. THE COMPANY At the annual meeting of shareholders of the Company on May 4, 1994, the matters voted upon and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter (including a separate tabulation with respect to each nominee for office) were as follows: Item 1. To elect five directors to hold office in accordance with the Amended and Restated Bylaws of the Company. CLASS I DIRECTORS - TERM EXPIRING 1997: AGAINST OR BROKER FOR WITHHELD NON-VOTE Robert J. Cruikshank 112,719,184 1,733,472 0 Linnet F. Deily 112,732,302 1,720,354 0 Alexander F. Schilt 112,637,735 1,814,921 0 Jack T. Trotter 110,305,129 4,147,527 0 -35- CLASS II DIRECTOR - TERM EXPIRING 1995: AGAINST OR BROKER FOR WITHHELD NON-VOTE Bertram Wolfe 110,794,934 3,657,722 0 Item 2. To ratify the appointment of Deloitte & Touche as independent auditors for the Company for 1994. BROKER FOR AGAINST ABSTAIN NON-VOTE 112,492,116 1,223,252 737,288 0 HL&P The annual shareholder meeting of HL&P was held on May 4, 1994. Houston Industries Incorporated, the owner and holder of all of the outstanding Class A voting common stock of HL&P, by the duly authorized vote of its Chairman and Chief Executive Officer Don D. Jordan, elected the following Board of Directors for the ensuing year or until their successors shall have qualified: Milton Carroll, John T. Cater, Robert J. Cruikshank, Linnet F. Deily, Joseph M. Hendrie, Howard W. Horne, Don D. Jordan, Alexander F. Schilt, Kenneth L. Schnitzer, Sr., Don D. Sykora, Jack T. Trotter and Bertram Wolfe. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits. HOUSTON INDUSTRIES INCORPORATED: Exhibit 10(a) - Agreement dated June 6, 1994 between the Company and Don D. Jordan. Exhibit 10(b) - Agreement dated June 6, 1994 between the Company and Don D. Sykora. Exhibit 11 - Computation of Earnings per Common Share and Common Equivalent Share. Exhibit 12 - Computation of Ratios of Earnings to Fixed Charges. Exhibit 99(a) - Notes 8(a), 9, 10, 11 and 12 of the Notes to the Consolidated Financial Statements included on pages 83 through 97 of the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-7629). Exhibit 99(b) - Part I, Item 3 - Legal Proceedings included on pages 37 and 38 of the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1- 7629). -36- Exhibit 99(c) - Part II, Item 1 - Legal Proceedings included on pages 31 and 32 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 (File No. 1-7629). HOUSTON LIGHTING & POWER COMPANY: Exhibit 12 - Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Fixed Charges and Preferred Dividends. Exhibit 99(a) - Notes 8(a), 9, 10, 11 and 12 of the Notes to the Financial Statements included on page 104 of HL&P's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-3187) (incorporated by reference to Exhibit 99(a) to the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 1994 (File No. 1-7629). Exhibit 99(b) - Part I, Item 3 - Legal Proceedings included on pages 37 and 38 of HL&P's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1- 3187) (incorporated by reference to Exhibit 99(b) to the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 1994 (File No. 1-7629). Exhibit 99(c) - Part II, Item 1 - Legal Proceedings included on pages 31 and 32 of HL&P's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 (File No. 1- 3187) (incorporated by reference to Exhibit 99(c) to the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 1994 (File No. 1-7629). (b) Reports on Form 8-K. None. -37- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HOUSTON INDUSTRIES INCORPORATED (Registrant) /s/ MARY P. RICCIARDELLO Mary P. Ricciardello Comptroller and Principal Accounting Officer Date: August 12, 1994 -38- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HOUSTON LIGHTING & POWER COMPANY (Registrant) /s/ KEN W. NABORS Ken W. Nabors Vice President and Comptroller and Principal Accounting Officer Date: August 12, 1994 -39-
                                                          EXHIBIT 10(a)
                      AMENDED AND RESTATED
                      EMPLOYMENT AGREEMENT


          THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"
herein) by and between HOUSTON INDUSTRIES INCORPORATED, a Texas
corporation (said corporation, together with its successors and assigns
permitted under this Agreement, hereinafter referred to as the
"Company"), and DON D. JORDAN (the "Executive"), dated this 6th day of
June, 1994.


                 W  I  T  N  E  S  S  E  T  H:

          WHEREAS, on May 12, 1994, the Company and Executive entered
into an Employment Agreement (the "Prior Agreement") under which
Executive would receive certain employment rights and benefits upon a
"Change of Control" (as defined therein); and

          WHEREAS, the parties to said Prior Agreement desire to
completely amend and restate said Prior Agreement so that the Company
shall have the option to benefit from the continued services of
Executive beyond his attainment of age 65 and Executive has consented
to make himself available to be so employed; and

          WHEREAS, Section 15(A) of the Prior Agreement authorizes the
amendment of said Agreement with the mutual consent of the parties and
the parties desire to so amend and restate the Prior Agreement;

          NOW, THEREFORE, in consideration and mutual covenants and
agreements herein contained, the parties hereto agree that the Prior
Agreement shall be amended and restated in its entirety to read as
follows (the Prior Agreement as so amended and restated being
hereinafter called "this Agreement"):

                             PART A

                    CHANGE OF CONTROL PERIOD

          The Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and its
shareholders to assure that the Company will have the continued
dedication of the Executive, notwithstanding the possibility, threat or
occurrence of a Change of Control (as defined below) of the Company.
The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties
and risks created by a pending or threatened Change of Control and to
encourage the Executive's full attention and dedication to the Company
in the event of any threatened or pending Change of Control, and to
provide the Executive with compensation and benefits arrangements upon
a Change of Control which ensure that the compensation and benefits
expectations of the Executive will be satisfied and which are
competitive with those of other corporations.  Therefore, in order to
accomplish these objectives, the Board has caused the Company to enter
into this Agreement.

          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1.        CERTAIN DEFINITIONS:

          A.   "AFFILIATED COMPANIES" shall mean and include any
company controlled by, controlling or under common control with the
Company within the meaning of Section 414(o) of the Code.

          B.   "ANNUAL BASE SALARY" shall mean the salary of the
Executive provided for in Section 4(B)(i) below, as adjusted and in
effect from time to time.

          C.   "BENEFICIARY" shall mean the person or persons named in
writing and filed with the Company to receive any compensation or
benefit payable hereunder following Executive's death, or in the event
no such person is named or survives the Executive, his estate.  In the
event of the Executive's death or a judicial determination of his
incompetence, reference in this Agreement to the Executive shall be
deemed, where appropriate, to refer to his Beneficiary, estate or other
legal representative.

          D.   "BOARD" shall mean the Board of Directors of the
Company.

          E.   "CAUSE" shall mean those specific reasons for
Executive's termination of employment as specified in Section 5(B)
hereof.

          F.   "CHANGE OF CONTROL" shall have the meaning ascribed to
it in Section 2 hereof.

          G.   "CHANGE OF CONTROL PERIOD" shall mean the period
commencing on the date hereof and ending on the first day of the month
next following the Executive's retirement on or after his Normal
Retirement Date under the Company's tax-qualified retirement plan or
any successor retirement plan (the "Retirement Plan").

          H.   "CODE" shall mean the Internal Revenue Code of 1986, as
now in effect and as hereafter amended.

          I.   "DISABILITY" shall mean the absence of the Executive
from Executive's duties with the Company on a full-time basis for 180
consecutive business days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a
physician selected by the Company or its insurers and acceptable to
Executive or Executive's legal representative.  Such agreement as to
acceptability by the Executive not to be withheld unreasonably.

          J.   "EFFECTIVE DATE" shall mean the first date during the
Change of Control Period (as defined in Section 1(G)) on which a Change
of Control occurs.  Anything in this Agreement to the contrary
notwithstanding, if a Change of Control occurs and if the Executive's
employment with the Company is terminated or the Executive ceases to be
an officer of the Company prior to the date on which the Change of
Control occurs, and if it is reasonably demonstrated by the Executive
that such termination of employment or cessation of status as a officer
(i) was at the request of a third party who has taken steps reasonably

                                  -2-

calculated to effect the Change of Control or (ii) otherwise arose in
connection with or anticipation of the Change of Control, then for all
purposes of this Agreement, the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment or
cessation of status as an officer.

          K.   "EMPLOYMENT PERIOD" shall mean the period commencing on
the Effective Date and ending on the date described in Section 3.

          L.   "SPOUSE" shall mean the person who is legally married to
the Executive.

     2.        CHANGE OF CONTROL:  For the purpose of this Agreement, a
"Change of Control" shall be deemed to have occurred if:

          (a)       any "person," including a "group" as determined in
     accordance with Section 13(d)(3) of the Securities Exchange Act of
     1934 (the "Exchange Act"), is or becomes the beneficial owner,
     directly or indirectly, of securities of the Company representing
     30% or more of the combined voting power of the Company's then
     outstanding securities;

          (b)       as a result of, or in connection with, any tender offer or
     exchange offer, merger or other business combination, sale of assets or
     contested election, or any combination of the foregoing transactions
     (a "Transaction"), the persons who were directors of the Company before
     the Transaction shall cease to constitute a majority of the Board of
     Directors of the Company or any successor to the Company;

          (c)       the Company is merged or consolidated with another
     corporation and as a result of such merger or consolidation less than
     70% of the outstanding voting securities of the surviving or resulting
     corporation shall then be owned in the aggregate by the former
     stockholders of the Company, other than (x) affiliates within the
     meaning of the Exchange Act, or (y) any party to such merger or
     consolidation;

          (d)       a tender offer or exchange offer is made and consummated for
     the ownership of securities of the Company representing 30% or more of
     the combined voting power of the Company's then outstanding voting
     securities; or

          (e)       the Company transfers substantially all of its assets to
     another corporation which is not a wholly owned subsidiary of the
     Company;

     provided, however, that unless the Board of Directors of the
     Company determines otherwise prior to the date of any event
     described in the foregoing clauses (a) - (e) above ("Event"),
     a "Change of Control" shall not have occurred if any Event
     results, directly or indirectly, in the beneficial ownership
     by the employees, former employees or members of the Board of
     Directors of the Company of:

                    (x)  substantially all of the assets of
          the Company; or

                                  -3-

                    (y)  securities of the Company
          representing 30% or more of the combined voting
          power of the outstanding securities of the Company
          or any successor to the Company.

     3.        EMPLOYMENT PERIOD:  The Company hereby agrees to continue the
Executive in its employ, and the Executive hereby agrees to remain in
the employ of the Company, in accordance with the terms and provisions
of this Agreement, for the period commencing on the Effective Date and
ending on the earlier to occur of (i) the fifth anniversary of such
Effective Date or (ii) the first day of the month coinciding with or
next following the Executive's attainment of age 67.

     4.        TERMS OF EMPLOYMENT:

          A.   POSITION AND DUTIES:

               (i)  During the Employment Period and until the
     date of his termination of employment hereunder, the
     Executive shall be employed as the Chairman and Chief
     Executive Officer of the Company and be responsible for the
     general management of the affairs of the Company; provided,
     however, that the Executive may upon agreement of the parties
     relinquish the office of Chief Executive Officer of the
     Company.  Executive shall, however, at all times remain
     employed as Chairman of the Board.  It is the intention of
     the parties that during the Employment Period the Executive
     shall continue to be elected to and serve on the Board as its
     Chairman.  The Executive, in carrying out his duties under
     this Agreement, shall report only to the Board.  During the
     Employment Period, (a) the Executive's position (including
     status, offices, titles and reporting requirements),
     authority, duties and responsibilities shall be at least
     commensurate in all material respects with the most
     significant of those held, exercised and assigned at any time
     during the 90-day period immediately preceding the Effective
     Date, except as otherwise provided immediately above and
     (b) the Executive's services shall be performed at the
     location where the Executive was employed immediately
     preceding the Effective Date or any office which is the
     headquarters of the Company and is less than 250 miles from
     such location.  It is hereby agreed and understood that
     Executive may be required by the Company to move his business
     office (within the 250-mile limit set forth above) but not
     his principle place of residence.  In the event that the
     Company requires Executive to move his main office outside of
     Harris County, the Company shall provide, at no expense to
     Executive, an apartment or townhome in the new location which
     is commensurate with Executive's standard of living.

               (ii) During the Employment Period, and excluding
     any periods of vacation and sick leave to which the Executive
     is entitled, the Executive agrees to devote reasonable
     attention and time during normal business hours to the
     business and affairs of the Company and, to the extent
     necessary to discharge the responsibilities assigned to the
     Executive hereunder, to use the Executive's reasonable best
     efforts to perform faithfully and efficiently such
     responsibilities.  During the Employment Period it shall not
     be a violation of this

                                  -4-

     Agreement for the Executive to (a) serve on corporate, civic
     or charitable boards or committees, (b) deliver lectures,
     fulfill speaking engagements or teach at educational
     institutions and (c) manage personal investments, so long as
     such activities do not significantly interfere with the
     performance of the Executive's responsibilities as an
     employee of the Company in accordance with this Agreement.
     It is expressly understood and agreed that to the extent that
     any such activities have been conducted by the Executive
     prior to the Effective Date, the continued conduct of such
     activities (or the conduct of activities similar in nature
     and scope thereto) subsequent to the Effective Date shall not
     thereafter be deemed to interfere with the performance of the
     Executive's responsibilities to the Company.

          B.   COMPENSATION:

               (i)  ANNUAL BASE SALARY:  During the Employment
     Period, the Executive shall receive an Annual Base Salary at
     a monthly rate at least equal to the highest monthly base
     salary paid to the Executive by the Company during the
     12-month period immediately preceding the month in which the
     Effective Date occurs.  Thereafter, the Annual Base Salary
     shall increase by not less than 5% each year (unless a
     smaller percentage is agreed upon between the parties) with
     the increases being effective on the same date that similar
     salary changes are effective for other members of the senior
     group of executives of the Company.  During the Employment
     Period and subject to the provisions of the preceding
     sentence, the Annual Base Salary shall be reviewed at least
     annually and shall be increased at any time and from time to
     time as shall be substantially consistent with increases in
     base salary generally awarded in the ordinary course of
     business to other peer executives of the Company and its
     Affiliated Companies.  Any increase in Annual Base Salary
     shall not serve to limit or reduce any other obligation to
     the Executive under this Agreement.  Annual Base Salary shall
     not be reduced after any such increase and the term Annual
     Base Salary as utilized in this Agreement shall refer to
     Annual Base Salary as so increased.

               (ii) ANNUAL BONUS:  In addition to Annual Base
     Salary, the Executive shall be awarded, for each fiscal year
     ending during the Employment Period, an annual bonus
     (the "Annual Bonus") in cash and/or common stock of the
     Company as determined in accordance with the existing bonus
     plans of the Company, the Executive Incentive Compensation
     Plan ("EICP") and the Long-Term Incentive Compensation Plan
     ("LICP"), or any successor plan or plans, if any successor of
     the Company has a superior bonus plan or plans.  Each such
     Annual Bonus shall be in an amount not less than the greater
     of (1) 125% of Annual Base Salary or (2) the bonus payable to
     the Executive for the applicable year under the EICP and LICP
     or said successor superior plan assuming that any performance
     objectives thereunder had been met at the "target" level;
     and, such Annual Bonus shall be paid at the same time or
     times as similar bonuses are paid to other peer executives of
     the Company, unless the Executive shall elect to defer the
     receipt of such Annual Bonus.  For all

                                  -5-

     purposes of this Agreement, "Annual Bonus" shall be deemed to
     include but not necessarily limited to the aggregate of
     (a) cash paid during a given year under the EICP for
     short-term annual awards thereunder and (b) the dollar value
     of shares of the Company's common stock paid out during a
     given year under the LICP based on the achievement of certain
     performance goals, plus dividend equivalent accruals during
     the performance period.

               (iii)     INCENTIVE, SAVINGS AND RETIREMENT
     PLANS:  During the Employment Period, the Executive shall be
     entitled to participate in all incentive, savings and
     retirement plans, practices, policies and programs applicable
     generally to other peer executives of the Company and its
     Affiliated Companies, but in no event shall such plans,
     practices, policies and programs provide the Executive with
     incentive opportunities (measured with respect to both
     regular and special incentive opportunities, to the extent,
     if any, that such distinction is applicable), savings
     opportunities and retirement benefit opportunities, in each
     case, less favorable, in the aggregate, than the most
     favorable of those provided by the Company and its Affiliated
     Companies for the Executive under such plans, practices,
     policies and programs as in effect at any time during the
     90-day period immediately preceding the Effective Date or if
     more favorable to the Executive, those provided generally at
     any time after the Effective Date to other peer executives of
     the Company and its Affiliated Companies.

               (iv) WELFARE BENEFIT PLANS:  During the Employment
     Period, the Executive and/or the Executive's family, as the
     case may be, shall be eligible for participation in and shall
     receive all benefits under welfare benefit plans, practices,
     policies and programs provided by the Company and its
     Affiliated Companies (including, without limitation, medical,
     prescription, dental, disability, executive salary
     continuance, employee life, group life, accidental death and
     travel accident insurance plans and programs) to the extent
     applicable generally to other peer executives of the Company
     and its Affiliated Companies, but in no event shall such
     plans, practices, policies and programs provide the Executive
     with benefits which are less favorable, in the aggregate,
     than the most favorable of such plans, practices, policies
     and programs in effect for the Executive at any time during
     the 90-day period immediately preceding the Effective Date
     or, if more favorable to the Executive, those provided
     generally at any time after the Effective Date to other peer
     executives of the Company and its Affiliated Companies.

               (v)  EXPENSES:  During the Employment Period, the
     Executive shall be entitled to receive prompt reimbursement
     for all reasonable expenses incurred by the Executive in
     accordance with the most favorable policies, practices and
     procedures of the Company and its Affiliated Companies in
     effect for the Executive at any time during the 90-day period
     immediately preceding the Effective Date or, if more
     favorable to the Executive, as in effect generally at any
     time thereafter with respect to other peer executives of the
     Company and its Affiliated Companies.
                                  -6-

               (vi) FRINGE BENEFITS:  During the Employment
     Period, the Executive shall be entitled to fringe benefits in
     accordance with the most favorable plans, practices, programs
     and policies of the Company and its Affiliated Companies in
     effect for the Executive at any time during the 90-day period
     immediately preceding the Effective Date or, if more
     favorable to the Executive, as in effect generally at any
     time thereafter with respect to other peer executives of the
     Company and its Affiliated Companies.

               (vii)     OFFICE AND SUPPORT STAFF:  During the
     Employment Period, the Executive shall be entitled to an
     office or offices of a size and with furnishings and other
     appointments, and to exclusive personal secretarial and other
     assistance, at least equal to the most favorable of the
     foregoing provided to the Executive by the Company and its
     Affiliated Companies at any time during the 90-day period
     immediately preceding the Effective Date or, if more
     favorable to the Executive, as provided generally at any time
     thereafter with respect to other peer executives of the
     Company and its Affiliated Companies.

               (viii)    VACATION:  During the Employment Period,
     the Executive shall be entitled to paid vacation in
     accordance with the most favorable plans, policies, programs
     and practices of the Company and its Affiliated Companies as
     in effect for the Executive at any time during the 90-day
     period immediately preceding the Effective Date or, if more
     favorable to the Executive, as in effect generally at any
     time thereafter with respect to other peer executives of the
     Company and its Affiliated Companies.

               (ix) OTHER PERQUISITES:  During the Employment
     Period, the Executive shall continue to be provided with such
     perquisites as were provided to the Executive on the
     Effective Date of this Agreement.  Such perquisites shall be
     reviewed annually by the Personnel Committee of the Board.
     In addition, the Executive shall be entitled to reimbursement
     for expenses incurred with respect to the preparation of his
     personal income tax returns and for financial counseling in
     an amount not to exceed $10,000 per calendar year.

     5.        TERMINATION OF EMPLOYMENT:

          A.   DEATH OR DISABILITY:  The Executive's employment shall
terminate automatically upon the Executive's death during the
Employment Period.  If the Company determines in good faith that the
Disability of the Executive has occurred during the Employment Period,
it may give to the Executive written notice in accordance with
Section 15(B) of this Agreement of its intention to terminate the
Executive's employment.  In such event, the Executive's employment with
the Company shall terminate effective on the 30th day after receipt of
such notice by the Executive (the "Disability Effective Date"),
provided that, within the 30 days after such receipt, the Executive
shall not have returned to full-time performance of the Executive's
duties.

          B.   CAUSE:  The Company may terminate the Executive's
employment during the Employment Period for Cause.  For purposes of
this Agreement, "Cause" shall mean

                                  -7-

(i) repeated violations by the Executive of the Executive's obligations
under Section 4(A) of this Agreement (other than as a result of
incapacity due to physical or mental illness) which are demonstrably
willful and deliberate on the Executive's part, which are committed in
bad faith or without reasonable belief that such violations are in the
best interests of the Company and which are not remedied in a
reasonable period of time after receipt of written notice from the
Company specifying such violations or (ii) the conviction of the
Executive of a felony involving moral turpitude.

          C.   GOOD REASON:  The Executive's employment may be
terminated during the Employment Period by the Executive for Good
Reason.  For purposes of this Agreement, "Good Reason" shall mean:

               (i)  the assignment to the Executive of any duties
     inconsistent in any respect with the Executive's position
     (including status, offices, titles and reporting
     requirements), authority, duties or responsibilities as
     contemplated by Section 4(A) of this Agreement, or any other
     action by the Company which results in a diminution in such
     position, authority, duties or responsibilities, excluding
     for this purpose an isolated, insubstantial and inadvertent
     action not taken in bad faith and which is remedied by the
     Company promptly after receipt of notice thereof given by the
     Executive;

               (ii) any failure by the Company to comply with any
     of the provisions of Section 4(B) of this Agreement, other
     than an isolated, insubstantial and inadvertent failure not
     occurring in bad faith and which is remedied by the Company
     promptly after receipt of notice thereof given by the
     Executive;

               (iii)     the Company's requiring the Executive to
     be based at any office or location other than that described
     in Section 4(A)(i) hereof or the Company's failure to provide
     the residence required by Section 4(A)(i);

               (iv) any purported termination by the Company of
     the Executive's employment otherwise than as expressly
     permitted by this Agreement; or

               (v)  any failure by the Company to comply with and
     satisfy Section 11(C) of this Agreement, provided that such
     successor has received at least ten days' prior written
     notice from the Company or the Executive of the requirements
     of Section 11(C) of this Agreement.

For purposes of this Section 5(C), any good faith determination of
"Good Reason" made by the Executive shall be conclusive.

          D.   NOTICE OF TERMINATION:  Any termination by the Company
for Cause, or by the Executive for Good Reason, shall be communicated
by Notice of Termination to the other party hereto given in accordance
with Section 15(B) of this Agreement.  For purposes of this Agreement,
a "Notice of Termination" means a written notice which (i) indicates
the

                                  -8-

specific termination provision in this Agreement relied upon, (ii) to
the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated and (iii) if
the Date of Termination (as defined below) is other than the date of
receipt of such notice, specifies the termination date (which date
shall be not more than 15 days after the giving of such notice).  The
failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of
Good Reason or Cause shall not waive any right of the Executive or the
Company hereunder or preclude the Executive or the Company from
asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

          E.   DATE OF TERMINATION:  "Date of Termination" means (i) if
the Executive's employment is terminated by the Company for Cause, or
by the Executive for Good Reason, the date of receipt of the Notice of
Termination or any later date specified therein, as the case may be,
(ii) if the Executive's employment is terminated by the Company other
than for Cause or Disability, the Date of Termination shall be the date
on which the Company notifies the Executive of such termination and
(iii) if the Executive's employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of the
Executive or the Disability Effective Date, as the case may be.

     6.        OBLIGATIONS OF THE COMPANY UPON TERMINATION:

          A.   GOOD REASON, OTHER THAN FOR CAUSE, DEATH OR
DISABILITY:  If, during the Employment Period, the Company shall
terminate the Executive's employment other than for Cause or Disability
or the Executive shall terminate employment for Good Reason, then:

               (i)  the Company shall pay to the Executive in a
     lump sum in cash (or common stock of the Company with respect
     to certain payments under LICP), within 30 days after the
     Date of Termination, the aggregate of (1) the Executive's
     Annual Base Salary and Annual Bonus remaining owing to the
     Executive for the Employment Period as if there had been no
     termination determined without any reduction for the present
     value of such lump-sum payment and (2) any accrued vacation
     pay, in each case to the extent not theretofore paid (the sum
     of the amounts described in clauses (1) and (2) above shall
     be hereinafter referred to as the "Accrued Obligations");

               (ii) the benefits accrued up to the Date of
     Termination under the Retirement Plan and the Benefit
     Restoration Plan of the Company or any successor plan thereto
     ("SERP" herein) shall commence immediately thereunder in such
     form as elected by the Executive in accordance with the terms
     of said Plans and, notwithstanding any provision of the SERP
     to the contrary, the Company and the Board hereby agree to
     cause the SERP to be administered so that no benefit payable
     under the SERP may be commuted and paid in a lump sum by the
     Company;

               (iii)     the Company shall pay a separate monthly
     supplemental retirement benefit equal to the difference
     between (1) the benefit payable under

                                  -9-

     the Retirement Plan and the SERP or any other successor
     supplemental and/or excess retirement plan of the Company and
     its Affiliated Companies providing benefits for the Executive
     which the Executive would receive if the Executive's
     employment continued at the compensation level provided for
     in Sections 4(B)(i) and 4(B)(ii) of this Agreement for the
     remainder of the Employment Period, assuming for this purpose
     that all accrued benefits are fully vested and that benefit
     accrual formulas and actuarial assumptions are no less
     advantageous to the Executive than those in effect during the
     90-day period immediately preceding the Effective Date, and
     (2) the Executive's actual benefit (paid or payable), if any,
     under the Retirement Plan and the SERP (the amount of such
     benefit calculated under this Section 6(A)(iii) which shall
     commence at the same time and be payable in the same form as
     the amounts described in Section 6(A)(ii) shall be
     hereinafter referred to as the "Supplemental Retirement
     Benefit");

               (iv) for the remainder of the Employment Period, or
     such longer period as any plan, program, practice or policy
     may provide, the Company shall continue benefits to the
     Executive and/or the Executive's family at least equal to
     those which would have been provided to them in accordance
     with the plans, programs, practices and policies described in
     Section 4(B)(iv) of this Agreement if the Executive's
     employment had not been terminated in accordance with the
     most favorable plans, practices, programs or policies of the
     Company and its Affiliated Companies as in effect and
     applicable generally to other peer executives and their
     families during the 90-day period immediately preceding the
     Effective Date or, if more favorable to the Executive, as in
     effect generally at any time thereafter with respect to other
     peer executives of the Company and its Affiliated Companies
     and their families; provided, however, that if the Executive
     becomes reemployed with another employer and is eligible to
     receive medical or other welfare benefits under another
     employer provided plan, the medical and other welfare
     benefits described herein shall be secondary to those
     provided under such other plan during such applicable period
     of eligibility (such continuation of such benefits for the
     applicable period herein set forth shall be hereinafter
     referred to as "Welfare Benefit Continuation").  For purposes
     of determining eligibility of the Executive for retiree
     benefits pursuant to such plans, practices, programs and
     policies, the Executive shall be considered to have remained
     employed until the end of the Employment Period and to have
     retired on the last day of such period;

               (v)  to the extent not theretofore paid or
     provided, the Company shall timely pay or provide to the
     Executive and/or the Executive's family any other amounts or
     benefits required to be paid or provided or which the
     Executive and/or the Executive's family is eligible to
     receive pursuant to this Agreement and under any plan,
     program, policy or practice or contract or agreement of the
     Company and its Affiliated Companies as in effect and
     applicable generally to other peer executives and their
     families during the 90-day period immediately preceding the
     Effective Date or, if more favorable to the Executive, as in
     effect generally thereafter with respect to other peer
     executives
                                 -10-

     of the Company and its Affiliated Companies and their
     families (such other amounts and benefits shall be
     hereinafter referred to as the "Other Benefits"); provided,
     however, that the Company and the Board hereby agree to cause
     the Deferred Compensation Plan to be administered so that any
     and all amounts of salary and/or bonus theretofore deferred
     by Executive and held under the Deferred Compensation Plan of
     the Company with instructions from Executive to pay in 15
     annual installments shall be paid in said 15 installments
     commencing at the end of the Employment Period and shall not
     be commuted and paid in a lump sum, notwithstanding any
     provision of the Deferred Compensation Plan to the contrary;
     and

          (vi) the Company shall pay to Executive in a lump sum in
     cash, within 30 days after the Date of Termination, the
     amount it would have contributed as an employer contribution
     to the tax-qualified Savings Plan of the Company for the
     remainder of the Employment Period had Executive contributed
     at the maximum rate during said period and had the terms of
     said Savings Plan as in effect on the Effective Date remained
     unchanged during said remainder of the Employment Period.

          B.   DEATH:  If the Executive's employment is terminated by
reason of the Executive's death during the Employment Period, this
Agreement shall terminate without further obligations to the
Executive's Beneficiary or other legal representatives under this
Agreement, other than for (i) payment of Accrued Obligations (which
shall be paid to the Executive's Beneficiary in a lump sum in cash (or
common stock of the Company with respect to certain payments under
LICP) within 30 days of the Date of Termination) and the timely payment
or provision of the Welfare Benefit Continuation and Other Benefits and
(ii) payment to the Executive's Beneficiary in a lump sum in cash
within 30 days of the Date of Termination of an amount equal to the
actuarial equivalent (utilizing for this purpose the assumptions
utilized with respect to the Retirement Plan on the Effective Date) of
the Supplemental Retirement Benefit.

          C.   DISABILITY:  If the Executive's employment is terminated
by reason of the Executive's Disability during the Employment Period,
this Agreement shall terminate without further obligations to the
Executive under this Agreement, other than for (i) payment of Accrued
Obligations (which shall be paid to the Executive in a lump sum in cash
(or common stock of the Company with respect to certain payments under
LICP) within 30 days of the Date of Termination) and the timely payment
or provision of the Welfare Benefit Continuation and Other Benefits and
(ii) payment to the Executive in a lump sum in cash within 30 days of
the Date of Termination of an amount equal to the actuarial equivalent
(utilizing for this purpose the assumptions utilized with respect to
the Retirement Plan on the Effective Date) of the Supplemental
Retirement Benefit.

          D.   CAUSE; OTHER THAN FOR GOOD REASON:  If the Executive's
employment shall be terminated for Cause during the Employment Period
or if the Executive terminates employment during the Employment Period,
excluding a termination for Good Reason or by reason of death or
Disability, this Agreement shall terminate without further obligations
to the Executive other than the obligation to pay to Executive the
Annual Base Salary through the
                                 -11-

Date of Termination plus the amount of any compensation previously
deferred by the Executive, in each case to the extent theretofore
unpaid, and the timely provision of Other Benefits.  In such case, any
unpaid but due Annual Base Salary shall be paid to the Executive in a
lump sum in cash within 30 days of the Date of Termination.

          E.   GROUP LIFE INSURANCE:  Upon a termination of employment
during or at the end of the Employment Period for any reason other than
death or for Cause, the Executive may elect to retain the group life
insurance coverage provided to Executive and other employees of the
Company under the Group Life Insurance Plan of the Company, and, if the
election is made, Executive shall pay, or reimburse the Company for the
cost of, the premiums for such insurance paid by the Company at the
same rate charged active employees of the Company for similar coverage
utilizing the same method or procedure for calculating the premium as
in effect and applicable for Executive as of the date of execution
hereof.  Such right to maintain group coverage shall be in the minimum
amount of three times Annual Base Salary and shall continue for the
life of Executive.  It is hereby understood and agreed that there shall
be no increase in said premium because of any reallocation due to age
or risk that may occur after the date of execution hereof.

          F.   RETIREMENT:  If Executive terminates his employment with
the Company by reason of retirement with the consent of the Company
during the Employment Period, he shall be entitled to receive under
this Agreement, in addition to all other benefits otherwise due from
the Company upon retirement, the prompt payment of all benefits due
under Section 6(A) had the Executive terminated employment for Good
Reason.  Furthermore, Executive shall be entitled until the end of the
Employment Period to the prompt reimbursement of all expenses incurred
for civic or industry activities undertaken on behalf of the Company
which are of a similar nature and scope to those expenses reimbursable
by the Company to Executive on the Effective Date.  In this connection,
Executive shall also be afforded reasonable use of any Company
aircraft.

          G.   OFFICE:  Upon a termination of employment during the
Employment Period for any reason other than death or for Cause, the
Company shall provide Executive with suitable executive office space
and secretarial help at an acceptable location outside the premises of
any Company location.  Such office and secretary shall be provided
Executive until such time as mutually agreed by the parties to be no
longer necessary.

          H.   SALARY CONTINUATION PLAN:  Upon a termination of
employment during the Employment Period for any reason, the Company
hereby agrees that Executive shall be fully vested in the benefit
provided under the Salary Continuation Plan, as in effect on the
Effective Date, and that the benefit payable thereunder shall be based
on his Annual Base Salary as provided in Section 4(B)(i).

     7.        NON-EXCLUSIVITY OF RIGHTS:  Except as provided in Section 6
of this Agreement, nothing in this Agreement shall prevent or limit the
Executive's continuing or further participation in any plan, program,
policy or practice provided by the Company or any of its Affiliated
Companies and for which the Executive may qualify, nor shall anything
herein limit or otherwise affect such rights as the Executive may have
under any contract or agreement with the Company or any of its
Affiliated Companies.  Amounts which are vested benefits or which

                                 -12-

the Executive is otherwise entitled to receive under any plan,
policy, practice or program of or any contract or agreement with the
Company or any of its Affiliated Companies at or subsequent to the Date
of Termination shall be payable in accordance with such plan, policy,
practice or program or contract or agreement except as explicitly
modified by this Agreement.

     8.        FULL SETTLEMENT; RESOLUTION OF DISPUTES:

          A.   The Company's obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company
may have against the Executive or others.  In no event shall the
Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement and, except as provided
in Section 6(A)(iv) of this Agreement, such amounts shall not be
reduced whether or not the Executive obtains other employment.  The
Company agrees to pay promptly as incurred, to the full extent
permitted by law, all legal fees and expenses which the Executive may
reasonably incur as a result of any contest (regardless of the outcome
thereof) by the Company, the Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement
or any guarantee of performance thereof (including as a result of any
contest by the Executive about the amount of any payment pursuant to
this Agreement), plus in each case interest on any delayed payment at
the applicable Federal rate provided for in Section 7872(f)(2)(A) of
the Code.  In addition and to the extent not already provided by the
terms of any insurance policy owned by the Company, the Company hereby
agrees to pay promptly as incurred, to the full extent permitted by
law, all legal fees and expenses which the Executive may reasonably
incur as a result of any litigation or other legal action filed against
the Executive or his estate arising out of, or in any way connected
with or resulting from, actions taken or omitted to be taken by
Executive during his employment with the Company.

          B.   If there shall be any dispute between the Company and
the Executive (i) in the event of any termination of the Executive's
employment by the Company, whether such termination was for Cause, or
(ii) in the event of any termination of employment by the Executive,
whether Good Reason existed, then, unless and until there is a final,
nonappealable judgment by a court of competent jurisdiction declaring
that such termination was for Cause or that the determination by the
Executive of the existence of Good Reason was not made in good faith,
the Company shall pay all amounts, and provide all benefits, to the
Executive and/or the Executive's family or other beneficiaries, as the
case may be, that the Company would be required to pay or provide
pursuant to Section 6(A) hereof as though such termination were by the
Company without Cause or by the Executive with Good Reason; provided,
however, that the Company shall not be required to pay any disputed
amounts pursuant to this paragraph except upon receipt of an
undertaking by or on behalf of the Executive to repay all such amounts
to which the Executive is ultimately adjudged by such court not to be
entitled.

     9.        CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY:

          A.   Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment
or distribution by the Company to or for benefit of the

                                 -13-

Executive (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, but determined
without regard to any additional payments required under this
Section 9) (a "Payment") would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties are incurred by
the Executive with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then the Executive shall
be entitled to receive an additional payment (a "Gross-Up Payment") in
an amount such that after payment (whether through withholding at the
source or otherwise) by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including,
without limitation, any income taxes (and any interest and penalties
imposed with respect thereto), employment taxes and Excise Tax imposed
upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

          B.   Subject to the provisions of Section 9(C), all
determinations required to be made under this Section 9, including
whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by Deloitte & Touche (the "Accounting
Firm") which shall provide detailed supporting calculations both to the
Company and the Executive within 15 business days of the receipt of
notice from the Executive that there has been a Payment, or such
earlier time as is requested by the Company.  In the event that the
Accounting Firm is serving as accountant or auditor for the individual,
entity or group effecting the Change of Control, the Executive shall
appoint another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be
referred to as the Accounting Firm hereunder).  All fees and expenses
of the Accounting Firm shall be borne solely by the Company.  Any
Gross-Up Payment, as determined pursuant to this Section 9, shall be
paid by the Company to the Executive within five days of the receipt of
the Accounting Firm's determination.  If the Accounting Firm determines
that no Excise Tax is payable by the Executive, it shall furnish the
Executive with a written opinion that failure to report the Excise Tax
on the Executive's applicable federal income tax return would not
result in the imposition of a negligence or similar penalty.  Any
determination by the Accounting Firm shall be binding upon the Company
and the Executive.  As a result of the uncertainty in the application
of Section 4999 of the Code at the time of the initial determination by
the Accounting Firm hereunder, it is possible that Gross-Up Payments
which will not have been made by the Company should have been made
("Underpayment"), consistent with the calculations required to be made
hereunder.  In the event that the Company exhausts its remedies
pursuant to Section 9(C) and the Executive thereafter is required to
make a payment of any Excise Tax, the Accounting Firm shall determine
the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the
benefit of the Executive.

          C.   The Executive shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would
require the payment by the Company of the Gross-Up Payment.  Such
notification shall be given as soon as practicable but no later than
ten business days after the Executive is informed in writing of such
claim and shall apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid.  The Executive shall
not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company (or
such shorter period ending on the
                                 -14-

date that any payment of taxes with respect to such claim is due).  If
the Company notifies the Executive in writing prior to the expiration
of such period that it desires to contest such claim, the Executive
shall:

               (i)  give the Company any information reasonably
     requested by the Company relating to such claim;

               (ii) take such action in connection with contesting
     such claim as the Company shall reasonably request in writing
     from time to time, including, without limitation, accepting
     legal representation with respect to such claim by an
     attorney reasonably selected by the Company;

               (iii)     cooperate with the Company in good faith
     in order effectively to contest such claim; and

               (iv) permit the Company to participate in any
     proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties)
incurred in connection with such contest and shall indemnify and hold
the Executive harmless, on an after-tax basis, for any Excise Tax,
employment tax or income tax (including interest and penalties with
respect thereto) imposed as a result of such representation and payment
of costs and expenses.  Without limitation on the foregoing provisions
of this Section 9(C), the Company shall control all proceedings taken
in connection with such contest and, at its sole option, may pursue or
forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may,
at its sole option, either direct the Executive to pay the tax claimed
and sue for a refund or contest the claim in any permissible manner,
and the Executive agrees to prosecute such contest to a determination
before any administrative tribunal, in a court of initial jurisdiction
and in one or more appellate courts, as the Company shall determine;
provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount
of such payment to the Executive, on an interest-free basis and shall
indemnify and hold the Executive harmless, on an after-tax basis, from
any Excise Tax, employment tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such advance or
with respect to any imputed income with respect to such advance; and
further provided that any extension of the statute of limitations
relating to payment of taxes for the taxable year of the Executive with
respect to which such contested amount is claimed to be due is limited
solely to such contested amount.  Furthermore, the Company's control of
the contest shall be limited to issues with respect to which a Gross-Up
Payment would be payable hereunder and the Executive shall be entitled
to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.

          D.   If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 9(C), the Executive becomes
entitled to receive any refund with respect to such claim, the
Executive shall (subject to the Company's complying with the
requirements of Section 9(C)) promptly pay to the Company the amount of
such refund
                                 -15-

(together with any interest paid or credited thereon after taxes
applicable thereto).  If, after the receipt by the Executive of an
amount advanced by the Company pursuant to Section 9(C), a
determination is made that the Executive shall not be entitled to any
refund with respect to such claim and the Company does not notify the
Executive in writing of its intent to contest such denial of refund
prior to the expiration of 30 days after such termination, then such
advance shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the
amount of Gross-Up Payment required to be paid.

     10.       CONFIDENTIAL INFORMATION:  The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company or
any of its Affiliated Companies, and their respective businesses, which
shall have been obtained by the Executive during the Executive's
employment by the Company or any of its Affiliated Companies and which
shall not be or become public knowledge (other than by acts by the
Executive or representatives of the Executive in violation of this
Agreement).  After termination of the Executive's employment with the
Company, the Executive shall not, without the prior written consent of
the Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it.  In no event
shall an asserted violation of the provisions of this Section 10
constitute a basis for deferring or withholding any amounts otherwise
payable to the Executive under this Agreement.

     11.       SUCCESSORS:

          A.   This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and
distribution.  This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives.

          B.   This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

          C.   The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to
assume expressly and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it
if no such succession had taken place.  As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or otherwise.

     12.       SOURCE OF PAYMENTS:  All payments provided in this Agreement
shall, unless the plan or program pursuant to which they are made
provide otherwise, be paid in cash from the general funds of the
Company, and no special or separate funds shall be established and no
other segregation of assets shall be made to assure payment.  Executive
shall have no right, title or interest whatever in or to any
investments which the Company may make to aid the Company in meeting
its obligations hereunder.  Nothing contained in this Agreement, and no
action taken pursuant to this provision, shall create or be construed
to create a trust of any
                                 -16-

kind, or a fiduciary relationship, between the Company and
Executive or any other person.  To the extent that any person acquires
a right to receive payments from the Company hereunder, such right
shall be no greater than the right of an unsecured creditor of the
Company.

     13.       EFFECT OF PRIOR AGREEMENTS:  This Agreement contains the
entire understanding between the parties hereto and supersedes any
prior employment agreement between the Company or any predecessor of
the Company and Executive, except that this Agreement shall not affect
or operate to reduce any benefit or compensation inuring to Executive
of a kind elsewhere provided and not expressly provided or modified in
this Agreement.  Specifically, but not by way of limitation, this
Agreement supersedes and replaces that certain Employment Agreement
between the parties, dated May 12, 1994.

     14.       CONSOLIDATION, MERGER OR SALE OF ASSETS:  Nothing in this
Agreement shall preclude the Company from consolidating or merging into
or with, or transferring all or substantially all of its assets to,
another corporation which assumes this Agreement and all obligations
and undertakings of the Company hereunder; provided that no such action
shall diminish Executive's rights hereunder, including, without
limitation, rights under paragraph 5(C).  Upon such a consolidation,
merger or transfer of assets in assumption, the term "Company" as used
herein shall mean such other corporation.

     15.       MISCELLANEOUS:

          A.   This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without reference to
principles of conflict of laws.  The captions of this Agreement are not
part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a written
agreement executed by the parties hereto or their respective successors
and legal representatives.

          B.   All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other party or by
registered or certified-mail, return receipt requested, postage
prepaid, addressed as follows:

         IF TO THE EXECUTIVE: Don D. Jordan
                              5 Stayton Circle
                              Houston, Texas  77024


          IF TO THE COMPANY:  Houston Industries Incorporated
                              Five Post Oak Park
                              P.O. Box 4567
                              Houston, Texas  77210

                              ATTENTION:   Mr. Hugh Rice Kelly
                                           Vice President, General
                                             Counsel and Secretary

                                 -17-

or to such other address as either party shall have furnished to the
other in writing in accordance herewith.  Notice and communications
shall be effective when actually received by the addressee.

          C.   The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement.

          D.   The Company may withhold from any amounts payable under
this Agreement such Federal, state or local taxes as shall be required
to be withheld pursuant to any applicable law or regulation.

          E.   The Executive's or the Company's failure to insist upon
strict compliance with any provision hereof or any other provision of
this Agreement or the failure to assert any right the Executive or the
Company may have hereunder, including, without limitation, the right of
the Executive to terminate employment for Good Reason pursuant to
Section 5(C)(i)-(v) of this Agreement, shall not be deemed to be a
waiver of such provision or right or any other provision or right of
this Agreement.

          F.   The headings of paragraphs herein are included solely
for convenience and reference and shall not control the meaning or
interpretation of any of the provisions of this Agreement.

          G.   Contemporaneously with execution of this Agreement,
Executive shall be furnished a certified copy of a resolution of the
Board of Directors authorizing the execution and delivery of this
Agreement.


                             PART B

                    EXTENDED EMPLOYMENT TERM

          The Board has determined that it is in the best interests of
the Company and its shareholders to assure that the Company will have
the continued benefit of the Executive's services for a transition
period following the Executive's attainment of age 65 in the event that
the Executive remains employed by the Company on the date he attains
age 65.  Therefore, in order to accomplish this objective and in
consideration of Executive's agreement to remain employed beyond normal
retirement age, the Board has caused the Company to enter into this
Part B of this Agreement.  This Part B shall be effective immediately
upon the execution of this Agreement and shall be null and void
immediately upon (a) a Change in Control (as defined in Part A above),
whereupon the provisions of Part A shall govern, or (b) the day that
the Executive attains age 65 if he is not employed by the Company on
such day.

          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1.   EMPLOYMENT PRIOR TO AGE 65:  The parties hereby agree that
the Executive's employment with the Company is terminable at will by
either party until the date that the Executive attains age 65.
                                 -18-

     2.   CERTAIN DEFINITIONS:  Capitalized terms in this Part B shall
have the meanings herein ascribed to them or, if not defined in this
Part B, the meanings ascribed to them in Part A of this Agreement
("Part A").

     3.   PROVISIONS INCORPORATED BY REFERENCE:  Sections 7, 8 and 10
through 15 of Part A are hereby incorporated by reference into this
Part B.

     4.   EMPLOYMENT PERIOD:  In the event that the Executive is
employed by the Company on the date that he attains age 65, the Company
hereby agrees to continue the Executive in its employ, and the
Executive hereby agrees to remain in the employ of the Company, in
accordance with the terms and provisions of this Part B, for the period
commencing on the date immediately following the date the Executive
attains age 65 and ending on the first day of the month coinciding with
or next following the Executive's attainment of age 67 (the "Extended
Employment Term").

     5.   TERMS OF EMPLOYMENT:

          A.   POSITION AND DUTIES:     During the Extended Employment
Term and until the date of his termination of employment hereunder, the
Executive shall be employed as the Chairman of the Company or in such
other executive capacities, consistent with the Executive's years of
experience with the Company, as the Board may determine in its
discretion from time to time.  Unless otherwise requested by the Board,
Executive shall resign and relinquish his office as Chief Executive
Officer of the Company effective as of his attainment of age 65.

          B.   COMPENSATION:

               (i)  ANNUAL BASE SALARY:  During the Extended
     Employment Term, the Executive shall receive an annual base
     salary (the "Annual Base Salary") at a monthly rate set by
     the Board in its discretion, which salary shall be in an
     amount commensurate with the Executive's position, duties and
     years of experience with the Company.

               (ii) BENEFIT AND BONUS PLANS:  During the Extended
     Employment Term, (a) the Executive shall be entitled to
     participate in all incentive, savings and retirement plans,
     practices, policies and programs applicable generally to
     other peer executives of the Company and its Affiliated
     Companies and (b) the Executive and/or the Executive's
     family, as the case may be, shall be eligible for
     participation in and shall receive all benefits under welfare
     benefit plans, practices, policies and programs provided by
     the Company and its Affiliated Companies (including, without
     limitation, medical, prescription, dental, disability,
     executive salary continuance, employee life, group life,
     accidental death and travel accident insurance plans and
     programs) to the extent applicable generally to other peer
     executives of the Company and its Affiliated Companies (the
     benefits described in clauses (a) and (b) collectively
     referred to herein as the "Other Benefits").
                                 -19-

               (iii)     SUPPLEMENTAL RETIREMENT
     BENEFIT:  Executive may be entitled to a Supplemental
     Retirement Benefit under this Agreement; provided that
     Executive shall not be entitled to such a benefit if
     Executive's employment terminates for Cause or voluntarily
     during the Extended Employment Term.  For purposes of
     determining the amount of any Supplemental Retirement Benefit
     hereunder, Executive's benefit under the SERP (including both
     the Retirement Plan Restoration Benefit and the Supplemental
     Retirement Benefit) shall be calculated as provided in the
     SERP except that for purposes of such calculation Executive's
     "Average Monthly Compensation" (as defined in the Retirement
     Plan and referenced in the SERP) shall be deemed to be the
     result obtained by dividing the sum of (a) and (b) by 12,
     where (a) is Executive's salary received from the Company for
     the 12 months ended May 31, 1997 and where (b) is the EICP
     bonus that would have been paid to the Executive with respect
     to the year in which Executive reached age 64 had the
     performance objectives thereunder been achieved at a target
     level for such year.  If the benefit so calculated is greater
     than the benefit payable to the Executive under the terms of
     the SERP, the Company shall pay to the Executive the amount
     of the difference (a "Supplemental Retirement Benefit").  The
     Supplemental Retirement Benefit shall be paid at the same
     time and in the same manner as the Executive's benefit under
     the SERP.

               (iv) SUPPLEMENTAL BENEFIT UPON DEATH OR
     DISABILITY:  If the Executive's employment is terminated by
     reason of the Executive's death or Disability during the
     Extended Employment Term or if the Executive dies following
     completion of the Extended Employment Term, any death or
     disability benefit that is payable to the Executive or his
     Beneficiary under the Company's Executive Benefits Plan and
     that is calculated with reference to the Executive's salary
     at termination of employment shall be calculated hereunder
     based on the Executive's salary in effect immediately prior
     to attainment of age 65.  If a death or disability benefit is
     greater when calculated under this Section B than the benefit
     payable pursuant to the Executive Benefits Plan
     (the "Underlying Benefit"), the Company shall pay to the
     Executive or his Beneficiary the amount of the difference
     (a "Supplemental Benefit").  Any  Supplemental Benefit shall
     be paid at the same time and in the same manner as the
     Underlying Benefit.

               (v)  GROUP LIFE INSURANCE:  Upon a termination of
     employment (a) during the Extended Employment Term for any
     reason other than voluntarily, by death or for Cause or
     (b) at the end of the Extended Employment Term, the Executive
     may elect to retain the group life insurance coverage
     provided to Executive and other employees of the Company
     under the Group Life Insurance Plan of the Company, and, if
     the election is made, Executive shall pay, or reimburse the
     Company for the cost of, the premiums for such insurance paid
     by the Company at the same rate charged active employees of
     the Company for similar coverage utilizing the same method or
     procedure for calculating the premium as in effect and
     applicable for Executive on the date hereof.  Such right to
     maintain group coverage shall be in an amount not to exceed
     three times Annual Base Salary of Executive in effect prior
     to Executive reaching age 65
                                 -20-

     and shall continue for the life of Executive.  It is hereby
     understood and agreed that there shall be no increase in said
     premium because of any reallocation due to age or risk that
     may occur after the date of execution hereof.

     6.   OBLIGATIONS OF THE COMPANY UPON TERMINATION:

          A.   VOLUNTARILY, FOR CAUSE OR BY DEATH OR DISABILITY:  If
the Executive's employment shall be terminated for Cause during the
Extended Employment Term or if the Executive voluntarily terminates
employment during the Extended Employment Term, including a termination
by reason of death or Disability, this Agreement shall terminate
without further obligations to the Executive other than the obligation
to pay to Executive the Annual Base Salary through the Date of
Termination plus the amount of any compensation previously deferred by
the Executive, in each case to the extent theretofore unpaid, and the
timely provision of Other Benefits; provided that in the case of a
death or  Disability, the Company shall also pay or provide any benefit
for which Executive or his Beneficiary is eligible pursuant to Section
5(B)(iii)-(v) hereof.  Any unpaid but due Annual Base Salary shall be
paid to the Executive in a lump sum in cash within 30 days of the Date
of Termination.

          B.   TERMINATION OTHER THAN VOLUNTARILY, FOR CAUSE OR BY
DEATH OR DISABILITY:  If, during the Extended Employment Term, the
Company shall terminate the Executive's employment other than for Cause
or Disability, then:

               (i)  the Company shall pay to the Executive in a
     lump sum in cash (or common stock of the Company with respect
     to certain payments under LICP), within 30 days after the
     Date of Termination, the aggregate of (1) the Executive's
     Annual Base Salary and any annual bonus remaining owing to
     the Executive for the Extended Employment Term as if there
     had been no termination determined without any reduction for
     the present value of such lump-sum payment and (2) any
     accrued vacation pay, in each case to the extent not
     theretofore paid (the sum of the amounts described in
     clauses (1) and (2) above shall be hereinafter referred to as
     the "Accrued Obligations");

               (ii) for the remainder of the Extended Employment
     Term, or such longer period as any plan, program, practice or
     policy may provide, the Company shall continue benefits to
     the Executive and/or the Executive's family at least equal to
     those which would have been provided to them in accordance
     with the plans, programs, practices and policies described in
     Section 5(B)(ii)(b) of this Part B if the Executive's
     employment had not been terminated; and

               (iii)     to the extent not theretofore paid or
     provided, the Company shall timely pay or provide to the
     Executive and/or the Executive's family any other amounts or
     benefits required to be paid or provided or which the
     Executive and/or the Executive's family is eligible to
     receive pursuant to this
                                 -21-

     Agreement and under any plan, program, policy or practice or
     contract or agreement of the Company and its Affiliated Companies
     as in effect and applicable generally to other peer executives and
     their families.

          7.   DEFERRED COMPENSATION PLAN AND SERP PAYMENTS:
Notwithstanding any provision herein or any provision of the Deferred
Compensation Plan of the Company to the contrary, the Company and the
Board hereby agree to cause the Deferred Compensation Plan to be
administered so that any and all amounts of salary and/or bonus
theretofore deferred by Executive and held under the Deferred
Compensation Plan with instructions from Executive to pay in 15 annual
installments shall be paid in said 15 installments, shall remain in
said Plan earning interest at the rate prescribed therein until
installment distributions commence, shall commence as provided under
the terms of the Deferred Compensation Plan but shall not be commuted
and paid in a lump sum.  Notwithstanding any provision of this
Agreement or any provision of the SERP to the contrary, the Company and
the Board hereby agree to cause the SERP to be administered so that no
benefit payable to or on behalf of Executive under the SERP may be
commuted and paid in a lump sum.

          IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization from its Board of
Directors, the Company has caused these presents to be executed in its
name and on its behalf, all as of the day and year first above written.

                              HOUSTON INDUSTRIES INCORPORATED



                              By /s/    JOHN T. CATER
                                        John T. Cater, Chairman of Personnel
                                          Committee of the Board of Directors

                              EXECUTIVE
                                        DON D. JORDAN
                                        Don D. Jordan
                                 -22-

                                                            EXHIBIT 10(b)
                          AMENDED AND RESTATED
                          EMPLOYMENT AGREEMENT


          THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"
herein) by and between HOUSTON INDUSTRIES INCORPORATED, a Texas
corporation (said corporation, together with its successors and assigns
permitted under this Agreement, hereinafter referred to as the
"Company"), and DON D. SYKORA (the "Executive"), dated this 6th day of
June, 1994.


                 W  I  T  N  E  S  S  E  T  H:

          WHEREAS, on May 12, 1994, the Company and Executive entered
into an Employment Agreement (the "Prior Agreement") under which
Executive would receive certain employment rights and benefits upon a
"Change of Control" (as defined therein); and

          WHEREAS, the parties to said Prior Agreement desire to
completely amend and restate said Prior Agreement so that the Company
shall have the option to benefit from the continued services of Executive
beyond his attainment of age 65 and Executive has consented to make
himself available to be so employed; and

          WHEREAS, Section 15(A) of the Prior Agreement authorizes the
amendment of said Agreement with the mutual consent of the parties and
the parties desire to so amend and restate the Prior Agreement;

          NOW, THEREFORE, in consideration and mutual covenants and
agreements herein contained, the parties hereto agree that the Prior
Agreement shall be amended and restated in its entirety to read as
follows (the Prior Agreement as so amended and restated being hereinafter
called "this Agreement"):

                             PART A

                    CHANGE OF CONTROL PERIOD

          The Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and its
shareholders to assure that the Company will have the continued
dedication of the Executive, notwithstanding the possibility, threat or
occurrence of a Change of Control (as defined below) of the Company.  The
Board believes it is imperative to diminish the inevitable distraction of
the Executive by virtue of the personal uncertainties and risks created
by a pending or threatened Change of Control and to encourage the
Executive's full attention and dedication to the Company in the event of
any threatened or pending Change of Control, and to provide the Executive
with compensation and benefits arrangements upon a Change of Control
which ensure that the compensation and benefits expectations of the
Executive will be satisfied and which are competitive with those of other
corporations.  Therefore, in order to accomplish these objectives, the
Board has caused the Company to enter into this Agreement.

          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1.        CERTAIN DEFINITIONS:

          A.   "AFFILIATED COMPANIES" shall mean and include any company
controlled by, controlling or under common control with the Company
within the meaning of Section 414(o) of the Code.

          B.   "ANNUAL BASE SALARY" shall mean the salary of the
Executive provided for in Section 4(B)(i) below, as adjusted and in
effect from time to time.

          C.   "BENEFICIARY" shall mean the person or persons named in
writing and filed with the Company to receive any compensation or benefit
payable hereunder following Executive's death, or in the event no such
person is named or survives the Executive, his estate.  In the event of
the Executive's death or a judicial determination of his incompetence,
reference in this Agreement to the Executive shall be deemed, where
appropriate, to refer to his Beneficiary, estate or other legal
representative.

          D.   "BOARD" shall mean the Board of Directors of the Company.

          E.   "CAUSE" shall mean those specific reasons for Executive's
termination of employment as specified in Section 5(B) hereof.

          F.   "CHANGE OF CONTROL" shall have the meaning ascribed to it
in Section 2 hereof.

          G.   "CHANGE OF CONTROL PERIOD" shall mean the period
commencing on the date hereof and ending on the first day of the month
next following the Executive's retirement on or after his Normal
Retirement Date under the Company's tax-qualified retirement plan or any
successor retirement plan (the "Retirement Plan").

          H.   "CODE" shall mean the Internal Revenue Code of 1986, as
now in effect and as hereafter amended.

          I.   "DISABILITY" shall mean the absence of the Executive from
Executive's duties with the Company on a full-time basis for 180
consecutive business days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a
physician selected by the Company or its insurers and acceptable to
Executive or Executive's legal representative.  Such agreement as to
acceptability by the Executive not to be withheld unreasonably.

          J.   "EFFECTIVE DATE" shall mean the first date during the
Change of Control Period (as defined in Section 1(G)) on which a Change
of Control occurs.  Anything in this Agreement to the contrary
notwithstanding, if a Change of Control occurs and if the Executive's
employment with the Company is terminated or the Executive ceases to be
an officer of the Company prior to the date on which the Change of
Control occurs, and if it is reasonably demonstrated by the Executive
that such termination of employment or cessation of status as a officer
(i) was at the request of a third party who has taken steps reasonably
calculated to effect the Change of Control or (ii) otherwise arose in
connection with or
                                   -2-

anticipation of the Change of Control, then for all purposes of this
Agreement, the "Effective Date" shall mean the date immediately prior to
the date of such termination of employment or cessation of status as an
officer.

          K.   "EMPLOYMENT PERIOD" shall mean the period commencing on
the Effective Date and ending on the date described in Section 3.

          L.   "SPOUSE" shall mean the person who is legally married to
the Executive.

     2.        CHANGE OF CONTROL:  For the purpose of this Agreement, a
"Change of Control" shall be deemed to have occurred if:

          (a)  any "person," including a "group" as determined in accordance
     with Section 13(d)(3) of the Securities Exchange Act of 1934
     (the "Exchange Act"), is or becomes the beneficial owner, directly or
     indirectly, of securities of the Company representing 30% or more of the
     combined voting power of the Company's then outstanding securities;

          (b)  as a result of, or in connection with, any tender offer or
     exchange offer, merger or other business combination, sale of assets or
     contested election, or any combination of the foregoing transactions
     (a "Transaction"), the persons who were directors of the Company before
     the Transaction shall cease to constitute a majority of the Board of
     Directors of the Company or any successor to the Company;

          (c)  the Company is merged or consolidated with another corporation
     and as a result of such merger or consolidation less than 70% of the
     outstanding voting securities of the surviving or resulting corporation
     shall then be owned in the aggregate by the former stockholders of the
     Company, other than (x) affiliates within the meaning of the Exchange
     Act, or (y) any party to such merger or consolidation;

          (d)  a tender offer or exchange offer is made and consummated for
     the ownership of securities of the Company representing 30% or more of
     the combined voting power of the Company's then outstanding voting
     securities; or

          (e)  the Company transfers substantially all of its assets to
     another corporation which is not a wholly owned subsidiary of the
     Company;

     provided, however, that unless the Board of Directors of the
     Company determines otherwise prior to the date of any event
     described in the foregoing clauses (a) - (e) above ("Event"), a
     "Change of Control" shall not have occurred if any Event
     results, directly or indirectly, in the beneficial ownership by
     the employees, former employees or members of the Board of
     Directors of the Company of:

                    (x)  substantially all of the assets of the
          Company; or
                                   -3-

                    (y)  securities of the Company representing
          30% or more of the combined voting power of the
          outstanding securities of the Company or any
          successor to the Company.

     3.        EMPLOYMENT PERIOD:  The Company hereby agrees to continue the
Executive in its employ, and the Executive hereby agrees to remain in the
employ of the Company, in accordance with the terms and provisions of
this Agreement, for the period commencing on the Effective Date and
ending on the earlier to occur of (i) the third anniversary of such
Effective Date or (ii) the first day of the month coinciding with or next
following the Executive's attainment of age 67.

     4.        TERMS OF EMPLOYMENT:

          A.   POSITION AND DUTIES:

               (i)  During the Employment Period and until the date
     of his termination of employment hereunder, the Executive shall
     be employed as the President of the Company and be responsible
     for the general management of the affairs of the Company.  It
     is the intention of the parties that during the Employment
     Period the Executive shall continue to be elected to and serve
     on the Board for approximately one year and that he will not
     seek reelection in 1995.  The Executive, in carrying out his
     duties under this Agreement, shall report only to the Chairman
     of the Board.  During the Employment Period, (a) the
     Executive's position (including status, offices, titles and
     reporting requirements), authority, duties and responsibilities
     shall be at least commensurate in all material respects with
     the most significant of those held, exercised and assigned at
     any time during the 90-day period immediately preceding the
     Effective Date, except as otherwise provided immediately above
     and (b) the Executive's services shall be performed at the
     location where the Executive was employed immediately preceding
     the Effective Date or any office which is the headquarters of
     the Company and is less than 250 miles from such location.  It
     is hereby agreed and understood that Executive may be required
     by the Company to move his business office (within the 250-mile
     limit set forth above) but not his principle place of
     residence.  In the event that the Company requires Executive to
     move his main office outside of Harris County, the Company
     shall provide, at no expense to Executive, an apartment or
     townhome in the new location which is commensurate with
     Executive's standard of living.

               (ii) During the Employment Period, and excluding any
     periods of vacation and sick leave to which the Executive is
     entitled, the Executive agrees to devote reasonable attention
     and time during normal business hours to the business and
     affairs of the Company and, to the extent necessary to
     discharge the responsibilities assigned to the Executive
     hereunder, to use the Executive's reasonable best efforts to
     perform faithfully and efficiently such responsibilities.
     During the Employment Period it shall not be a violation of
     this Agreement for the Executive to (a) serve on corporate,
     civic or charitable boards or committees, (b) deliver lectures,
     fulfill speaking engagements or teach at educational
     institutions and (c) manage personal investments, so long as
     such activities do not significantly interfere with the
     performance of the Executive's
                                   -4-

     responsibilities as an employee of the Company in accordance
     with this Agreement.  It is expressly understood and agreed
     that to the extent that any such activities have been conducted
     by the Executive prior to the Effective Date, the continued
     conduct of such activities (or the conduct of activities
     similar in nature and scope thereto) subsequent to the
     Effective Date shall not thereafter be deemed to interfere with
     the performance of the Executive's responsibilities to the
     Company.

          B.   COMPENSATION:

               (i)  ANNUAL BASE SALARY:  During the Employment
     Period, the Executive shall receive an Annual Base Salary at a
     monthly rate at least equal to the highest monthly base salary
     paid to the Executive by the Company during the 12-month period
     immediately preceding the month in which the Effective Date
     occurs.  Thereafter, the Annual Base Salary shall increase by
     not less than 5% each year (unless a smaller percentage is
     agreed upon between the parties) with the increases being
     effective on the same date that similar salary changes are
     effective for other members of the senior group of executives
     of the Company.  During the Employment Period and subject to
     the provisions of the preceding sentence, the Annual Base
     Salary shall be reviewed at least annually and shall be
     increased at any time and from time to time as shall be
     substantially consistent with increases in base salary
     generally awarded in the ordinary course of business to other
     peer executives of the Company and its Affiliated Companies.
     Any increase in Annual Base Salary shall not serve to limit or
     reduce any other obligation to the Executive under this
     Agreement.  Annual Base Salary shall not be reduced after any
     such increase and the term Annual Base Salary as utilized in
     this Agreement shall refer to Annual Base Salary as so
     increased.

               (ii) ANNUAL BONUS:  In addition to Annual Base
     Salary, the Executive shall be awarded, for each fiscal year
     ending during the Employment Period, an annual bonus
     (the "Annual Bonus") in cash and/or common stock of the Company
     as determined in accordance with the existing bonus plans of
     the Company, the Executive Incentive Compensation Plan ("EICP")
     and the Long-Term Incentive Compensation Plan ("LICP"), or any
     successor plan or plans, if any successor of the Company has a
     superior bonus plan or plans.  Each such Annual Bonus shall be
     in an amount not less than the greater of (1) 125% of Annual
     Base Salary or (2) the bonus payable to the Executive for the
     applicable year under the EICP and LICP or said successor
     superior plan assuming that any performance objectives
     thereunder had been met at the "target" level; and, such Annual
     Bonus shall be paid at the same time or times as similar
     bonuses are paid to other peer executives of the Company,
     unless the Executive shall elect to defer the receipt of such
     Annual Bonus.  For all purposes of this Agreement, "Annual
     Bonus" shall be deemed to include but not necessarily limited
     to the aggregate of (a) cash paid during a given year under the
     EICP for short-term annual awards thereunder and (b) the dollar
     value of shares of the Company's common stock paid out during a
     given year under the LICP based on the achievement of certain
     performance goals, plus dividend equivalent accruals during the
     performance period.

                                   -5-

               (iii)     INCENTIVE, SAVINGS AND RETIREMENT
     PLANS:  During the Employment Period, the Executive shall be
     entitled to participate in all incentive, savings and
     retirement plans, practices, policies and programs applicable
     generally to other peer executives of the Company and its
     Affiliated Companies, but in no event shall such plans,
     practices, policies and programs provide the Executive with
     incentive opportunities (measured with respect to both regular
     and special incentive opportunities, to the extent, if any,
     that such distinction is applicable), savings opportunities and
     retirement benefit opportunities, in each case, less favorable,
     in the aggregate, than the most favorable of those provided by
     the Company and its Affiliated Companies for the Executive
     under such plans, practices, policies and programs as in effect
     at any time during the 90-day period immediately preceding the
     Effective Date or if more favorable to the Executive, those
     provided generally at any time after the Effective Date to
     other peer executives of the Company and its Affiliated
     Companies.

               (iv) WELFARE BENEFIT PLANS:  During the Employment
     Period, the Executive and/or the Executive's family, as the
     case may be, shall be eligible for participation in and shall
     receive all benefits under welfare benefit plans, practices,
     policies and programs provided by the Company and its
     Affiliated Companies (including, without limitation, medical,
     prescription, dental, disability, executive salary continuance,
     employee life, group life, accidental death and travel accident
     insurance plans and programs) to the extent applicable
     generally to other peer executives of the Company and its
     Affiliated Companies, but in no event shall such plans,
     practices, policies and programs provide the Executive with
     benefits which are less favorable, in the aggregate, than the
     most favorable of such plans, practices, policies and programs
     in effect for the Executive at any time during the 90-day
     period immediately preceding the Effective Date or, if more
     favorable to the Executive, those provided generally at any
     time after the Effective Date to other peer executives of the
     Company and its Affiliated Companies.

               (v)  EXPENSES:  During the Employment Period, the
     Executive shall be entitled to receive prompt reimbursement for
     all reasonable expenses incurred by the Executive in accordance
     with the most favorable policies, practices and procedures of
     the Company and its Affiliated Companies in effect for the
     Executive at any time during the 90-day period immediately
     preceding the Effective Date or, if more favorable to the
     Executive, as in effect generally at any time thereafter with
     respect to other peer executives of the Company and its
     Affiliated Companies.

               (vi) FRINGE BENEFITS:  During the Employment Period, the
     Executive shall be entitled to fringe benefits in accordance with
     the most favorable plans, practices, programs and policies of the
     Company and its Affiliated Companies in effect for the Executive at
     any time during the 90-day period immediately preceding the
     Effective Date or, if more favorable to the Executive, as in effect
     generally at any time thereafter with respect to other peer
     executives of the Company and its Affiliated Companies.

                                   -6-

               (vii)     OFFICE AND SUPPORT STAFF:  During the
     Employment Period, the Executive shall be entitled to an office
     or offices of a size and with furnishings and other
     appointments, and to exclusive personal secretarial and other
     assistance, at least equal to the most favorable of the
     foregoing provided to the Executive by the Company and its
     Affiliated Companies at any time during the 90-day period
     immediately preceding the Effective Date or, if more favorable
     to the Executive, as provided generally at any time thereafter
     with respect to other peer executives of the Company and its
     Affiliated Companies.

               (viii)    VACATION:  During the Employment Period,
     the Executive shall be entitled to paid vacation in accordance
     with the most favorable plans, policies, programs and practices
     of the Company and its Affiliated Companies as in effect for
     the Executive at any time during the 90-day period immediately
     preceding the Effective Date or, if more favorable to the
     Executive, as in effect generally at any time thereafter with
     respect to other peer executives of the Company and its
     Affiliated Companies.

               (ix) OTHER PERQUISITES:  During the Employment
     Period, the Executive shall continue to be provided with such
     perquisites as were provided to the Executive on the Effective
     Date of this Agreement.  Such perquisites shall be reviewed
     annually by the Personnel Committee of the Board.  In addition,
     the Executive shall be entitled to reimbursement for expenses
     incurred with respect to the preparation of his personal income
     tax returns and for financial counseling in an amount not to
     exceed $10,000 per calendar year.

     5.        TERMINATION OF EMPLOYMENT:

          A.   DEATH OR DISABILITY:  The Executive's employment shall
terminate automatically upon the Executive's death during the Employment
Period.  If the Company determines in good faith that the Disability of
the Executive has occurred during the Employment Period, it may give to
the Executive written notice in accordance with Section 15(B) of this
Agreement of its intention to terminate the Executive's employment.  In
such event, the Executive's employment with the Company shall terminate
effective on the 30th day after receipt of such notice by the Executive
(the "Disability Effective Date"), provided that, within the 30 days
after such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties.

          B.   CAUSE:  The Company may terminate the Executive's
employment during the Employment Period for Cause.  For purposes of this
Agreement, "Cause" shall mean (i) repeated violations by the Executive of
the Executive's obligations under Section 4(A) of this Agreement (other
than as a result of incapacity due to physical or mental illness) which
are demonstrably willful and deliberate on the Executive's part, which
are committed in bad faith or without reasonable belief that such
violations are in the best interests of the Company and which are not
remedied in a reasonable period of time after receipt of written notice
from the Company specifying such violations or (ii) the conviction of the
Executive of a felony involving moral turpitude.

                                   -7-

          C.   GOOD REASON:  The Executive's employment may be terminated
during the Employment Period by the Executive for Good Reason.  For
purposes of this Agreement, "Good Reason" shall mean:

               (i)  the assignment to the Executive of any duties
     inconsistent in any respect with the Executive's position
     (including status, offices, titles and reporting requirements),
     authority, duties or responsibilities as contemplated by
     Section 4(A) of this Agreement, or any other action by the
     Company which results in a diminution in such position,
     authority, duties or responsibilities, excluding for this
     purpose an isolated, insubstantial and inadvertent action not
     taken in bad faith and which is remedied by the Company
     promptly after receipt of notice thereof given by the
     Executive;

               (ii) any failure by the Company to comply with any of
     the provisions of Section 4(B) of this Agreement, other than an
     isolated, insubstantial and inadvertent failure not occurring
     in bad faith and which is remedied by the Company promptly
     after receipt of notice thereof given by the Executive;

               (iii) the Company's requiring the Executive to be
     based at any office or location other than that described in
     Section 4(A)(i) hereof or the Company's failure to provide the
     residence required by Section 4(A)(i);

               (iv) any purported termination by the Company of the
     Executive's employment otherwise than as expressly permitted by
     this Agreement; or

               (v) any failure by the Company to comply with and
     satisfy Section 11(C) of this Agreement, provided that such
     successor has received at least ten days' prior written notice
     from the Company or the Executive of the requirements of
     Section 11(C) of this Agreement.

For purposes of this Section 5(C), any good faith determination of "Good
Reason" made by the Executive shall be conclusive.

          D.   NOTICE OF TERMINATION:  Any termination by the Company for
Cause, or by the Executive for Good Reason, shall be communicated by
Notice of Termination to the other party hereto given in accordance with
Section 15(B) of this Agreement.  For purposes of this Agreement, a
"Notice of Termination" means a written notice which (i) indicates the
specific termination provision in this Agreement relied upon, (ii) to the
extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt
of such notice, specifies the termination date (which date shall be not
more than 15 days after the giving of such notice).  The failure by the
Executive or the Company to set forth in the Notice of Termination any
fact or circumstance which contributes to a showing of Good Reason or
Cause shall not waive any right of the Executive or the Company hereunder
or preclude the Executive or the Company

                                   -8-

from asserting such fact or circumstance in enforcing the Executive's or
the Company's rights hereunder.

          E.   DATE OF TERMINATION:  "Date of Termination" means (i) if
the Executive's employment is terminated by the Company for Cause, or by
the Executive for Good Reason, the date of receipt of the Notice of
Termination or any later date specified therein, as the case may be,
(ii) if the Executive's employment is terminated by the Company other
than for Cause or Disability, the Date of Termination shall be the date
on which the Company notifies the Executive of such termination and
(iii) if the Executive's employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of the
Executive or the Disability Effective Date, as the case may be.

     6.        OBLIGATIONS OF THE COMPANY UPON TERMINATION:

          A.   GOOD REASON, OTHER THAN FOR CAUSE, DEATH OR
DISABILITY:  If, during the Employment Period, the Company shall
terminate the Executive's employment other than for Cause or Disability
or the Executive shall terminate employment for Good Reason, then:

               (i)  the Company shall pay to the Executive in a lump
     sum in cash (or common stock of the Company with respect to
     certain payments under LICP), within 30 days after the Date of
     Termination, the aggregate of (1) the Executive's Annual Base
     Salary and Annual Bonus remaining owing to the Executive for
     the Employment Period as if there had been no termination
     determined without any reduction for the present value of such
     lump-sum payment and (2) any accrued vacation pay, in each case
     to the extent not theretofore paid (the sum of the amounts
     described in clauses (1) and (2) above shall be hereinafter
     referred to as the "Accrued Obligations");

               (ii) the benefits accrued up to the Date of
     Termination under the Retirement Plan and the Benefit
     Restoration Plan of the Company or any successor plan thereto
     ("SERP" herein) shall commence immediately thereunder in such
     form as elected by the Executive in accordance with the terms
     of said Plans and, notwithstanding any provision of the SERP to
     the contrary, the Company and the Board hereby agree to cause
     the SERP to be administered so that no benefit payable under
     the SERP may be commuted and paid in a lump sum by the Company;

               (iii) the Company shall pay a separate monthly
     supplemental retirement benefit equal to the difference between
     (1) the benefit payable under the Retirement Plan and the SERP
     or any other successor supplemental and/or excess retirement
     plan of the Company and its Affiliated Companies providing
     benefits for the Executive which the Executive would receive if
     the Executive's employment continued at the compensation level
     provided for in Sections 4(B)(i) and 4(B)(ii) of this Agreement
     for the remainder of the Employment Period, assuming for this
     purpose that all accrued benefits are fully vested and that
     benefit accrual formulas and actuarial assumptions are no less
     advantageous to the Executive than those in effect during the
     90-day period immediately
                                   -9-

     preceding the Effective Date, and (2) the Executive's actual
     benefit (paid or payable), if any, under the Retirement Plan
     and the SERP (the amount of such benefit calculated under this
     Section 6(A)(iii) which shall commence at the same time and be
     payable in the same form as the amounts described in
     Section 6(A)(ii) shall be hereinafter referred to as
     the "Supplemental Retirement Benefit");

               (iv) for the remainder of the Employment Period, or
     such longer period as any plan, program, practice or policy may
     provide, the Company shall continue benefits to the Executive
     and/or the Executive's family at least equal to those which
     would have been provided to them in accordance with the plans,
     programs, practices and policies described in Section 4(B)(iv)
     of this Agreement if the Executive's employment had not been
     terminated in accordance with the most favorable plans,
     practices, programs or policies of the Company and its
     Affiliated Companies as in effect and applicable generally to
     other peer executives and their families during the 90-day
     period immediately preceding the Effective Date or, if more
     favorable to the Executive, as in effect generally at any time
     thereafter with respect to other peer executives of the Company
     and its Affiliated Companies and their families; provided,
     however, that if the Executive becomes reemployed with another
     employer and is eligible to receive medical or other welfare
     benefits under another employer provided plan, the medical and
     other welfare benefits described herein shall be secondary to
     those provided under such other plan during such applicable
     period of eligibility (such continuation of such benefits for
     the applicable period herein set forth shall be hereinafter
     referred to as "Welfare Benefit Continuation").  For purposes
     of determining eligibility of the Executive for retiree
     benefits pursuant to such plans, practices, programs and
     policies, the Executive shall be considered to have remained
     employed until the end of the Employment Period and to have
     retired on the last day of such period;

               (v)  to the extent not theretofore paid or provided,
     the Company shall timely pay or provide to the Executive and/or
     the Executive's family any other amounts or benefits required
     to be paid or provided or which the Executive and/or the
     Executive's family is eligible to receive pursuant to this
     Agreement and under any plan, program, policy or practice or
     contract or agreement of the Company and its Affiliated
     Companies as in effect and applicable generally to other peer
     executives and their families during the 90-day period
     immediately preceding the Effective Date or, if more favorable
     to the Executive, as in effect generally thereafter with
     respect to other peer executives of the Company and its
     Affiliated Companies and their families (such other amounts and
     benefits shall be hereinafter referred to as the "Other
     Benefits"); provided, however, that the Company and the Board
     hereby agree to cause the Deferred Compensation Plan to be
     administered so that any and all amounts of salary and/or bonus
     theretofore deferred by Executive and held under the Deferred
     Compensation Plan of the Company with instructions from
     Executive to pay in 15 annual installments shall be paid in
     said 15 installments commencing at the end of the Employment
     Period and shall not be commuted
                                  -10-

     and paid in a lump sum, notwithstanding any provision of the
     Deferred Compensation Plan to the contrary; and

          (vi) the Company shall pay to Executive in a lump sum in
     cash, within 30 days after the Date of Termination, the amount
     it would have contributed as an employer contribution to the
     tax-qualified Savings Plan of the Company for the remainder of
     the Employment Period had Executive contributed at the maximum
     rate during said period and had the terms of said Savings Plan
     as in effect on the Effective Date remained unchanged during
     said remainder of the Employment Period.

          B.   DEATH:  If the Executive's employment is terminated by
reason of the Executive's death during the Employment Period, this
Agreement shall terminate without further obligations to the Executive's
Beneficiary or other legal representatives under this Agreement, other
than for (i) payment of Accrued Obligations (which shall be paid to the
Executive's Beneficiary in a lump sum in cash (or common stock of the
Company with respect to certain payments under LICP) within 30 days of
the Date of Termination) and the timely payment or provision of the
Welfare Benefit Continuation and Other Benefits and (ii) payment to the
Executive's Beneficiary in a lump sum in cash within 30 days of the Date
of Termination of an amount equal to the actuarial equivalent (utilizing
for this purpose the assumptions utilized with respect to the Retirement
Plan on the Effective Date) of the Supplemental Retirement Benefit.

          C.   DISABILITY:  If the Executive's employment is terminated
by reason of the Executive's Disability during the Employment Period,
this Agreement shall terminate without further obligations to the
Executive under this Agreement, other than for (i) payment of Accrued
Obligations (which shall be paid to the Executive in a lump sum in cash
(or common stock of the Company with respect to certain payments under
LICP) within 30 days of the Date of Termination) and the timely payment
or provision of the Welfare Benefit Continuation and Other Benefits and
(ii) payment to the Executive in a lump sum in cash within 30 days of the
Date of Termination of an amount equal to the actuarial equivalent
(utilizing for this purpose the assumptions utilized with respect to the
Retirement Plan on the Effective Date) of the Supplemental Retirement
Benefit.

          D.   CAUSE; OTHER THAN FOR GOOD REASON:  If the Executive's
employment shall be terminated for Cause during the Employment Period or
if the Executive terminates employment during the Employment Period,
excluding a termination for Good Reason or by reason of death or
Disability, this Agreement shall terminate without further obligations to
the Executive other than the obligation to pay to Executive the Annual
Base Salary through the Date of Termination plus the amount of any
compensation previously deferred by the Executive, in each case to the
extent theretofore unpaid, and the timely provision of Other Benefits.
In such case, any unpaid but due Annual Base Salary shall be paid to the
Executive in a lump sum in cash within 30 days of the Date of
Termination.
                                  -11-

          E.   GROUP LIFE INSURANCE:  Upon a termination of employment
during or at the end of the Employment Period for any reason other than
death or for Cause, the Executive may elect to retain the group life
insurance coverage provided to Executive and other employees of the
Company under the Group Life Insurance Plan of the Company, and, if the
election is made, Executive shall pay, or reimburse the Company for the
cost of, the premiums for such insurance paid by the Company at the same
rate charged active employees of the Company for similar coverage
utilizing the same method or procedure for calculating the premium as in
effect and applicable for Executive as of the date of execution hereof.
Such right to maintain group coverage shall be in the minimum amount of
three times Annual Base Salary and shall continue for the life of
Executive.  It is hereby understood and agreed that there shall be no
increase in said premium because of any reallocation due to age or risk
that may occur after the date of execution hereof.

          F.   RETIREMENT:  If Executive terminates his employment with
the Company by reason of retirement with the consent of the Company
during the Employment Period, he shall be entitled to receive under this
Agreement, in addition to all other benefits otherwise due from the
Company upon retirement, the prompt payment of all benefits due under
Section 6(A) had the Executive terminated employment for Good Reason.
Furthermore, Executive shall be entitled until the end of the Employment
Period to the prompt reimbursement of all expenses incurred for civic or
industry activities undertaken on behalf of the Company which are of a
similar nature and scope to those expenses reimbursable by the Company to
Executive on the Effective Date.  In this connection, Executive shall
also be afforded reasonable use of any Company aircraft.

          G.   OFFICE:  Upon a termination of employment during the
Employment Period for any reason other than death or for Cause, the
Company shall provide Executive with suitable executive office space and
secretarial help at an acceptable location outside the premises of any
Company location.  Such office and secretary shall be provided Executive
until such time as mutually agreed by the parties to be no longer
necessary.

          H.   SALARY CONTINUATION PLAN:  Upon a termination of
employment during the Employment Period for any reason, the Company
hereby agrees that Executive shall be fully vested in the benefit
provided under the Salary Continuation Plan, as in effect on the
Effective Date, and that the benefit payable thereunder shall be based on
his Annual Base Salary as provided in Section 4(B)(i).

     7.        NON-EXCLUSIVITY OF RIGHTS:  Except as provided in Section 6 of
this Agreement, nothing in this Agreement shall prevent or limit the
Executive's continuing or further participation in any plan, program,
policy or practice provided by the Company or any of its Affiliated
Companies and for which the Executive may qualify, nor shall anything
herein limit or otherwise affect such rights as the Executive may have
under any contract or agreement with the Company or any of its Affiliated
Companies.  Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan, policy, practice or program
of or any contract or agreement with the Company or any of its Affiliated
Companies at or subsequent to the Date of Termination shall be payable in
accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.
                                     -12-

     8.        FULL SETTLEMENT; RESOLUTION OF DISPUTES:

          A.   The Company's obligation to make the payments provided for
in this Agreement and otherwise to perform its obligations hereunder
shall not be affected by any set-off, counterclaim, recoupment, defense
or other claim, right or action which the Company may have against the
Executive or others.  In no event shall the Executive be obligated to
seek other employment or take any other action by way of mitigation of
the amounts payable to the Executive under any of the provisions of this
Agreement and, except as provided in Section 6(A)(iv) of this Agreement,
such amounts shall not be reduced whether or not the Executive obtains
other employment.  The Company agrees to pay promptly as incurred, to the
full extent permitted by law, all legal fees and expenses which the
Executive may reasonably incur as a result of any contest (regardless of
the outcome thereof) by the Company, the Executive or others of the
validity or enforceability of, or liability under, any provision of this
Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive about the amount of any payment pursuant
to this Agreement), plus in each case interest on any delayed payment at
the applicable Federal rate provided for in Section 7872(f)(2)(A) of the
Code.  In addition and to the extent not already provided by the terms of
any insurance policy owned by the Company, the Company hereby agrees to
pay promptly as incurred, to the full extent permitted by law, all legal
fees and expenses which the Executive may reasonably incur as a result of
any litigation or other legal action filed against the Executive or his
estate arising out of, or in any way connected with or resulting from,
actions taken or omitted to be taken by Executive during his employment
with the Company.

          B.   If there shall be any dispute between the Company and the
Executive (i) in the event of any termination of the Executive's
employment by the Company, whether such termination was for Cause, or
(ii) in the event of any termination of employment by the Executive,
whether Good Reason existed, then, unless and until there is a final,
nonappealable judgment by a court of competent jurisdiction declaring
that such termination was for Cause or that the determination by the
Executive of the existence of Good Reason was not made in good faith, the
Company shall pay all amounts, and provide all benefits, to the Executive
and/or the Executive's family or other beneficiaries, as the case may be,
that the Company would be required to pay or provide pursuant to
Section 6(A) hereof as though such termination were by the Company
without Cause or by the Executive with Good Reason; provided, however,
that the Company shall not be required to pay any disputed amounts
pursuant to this paragraph except upon receipt of an undertaking by or on
behalf of the Executive to repay all such amounts to which the Executive
is ultimately adjudged by such court not to be entitled.

     9.        CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY:

          A.   Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Company to or for benefit of the Executive (whether
paid or payable or distributed or distributable pursuant to the terms of
this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 9) (a "Payment") would be
subject to the excise tax imposed by Section 4999 of the Code or any
interest or penalties are incurred by the Executive with respect to such
excise tax (such excise tax, together with any such interest and
penalties, are
                                  -13-

hereinafter collectively referred to as the "Excise Tax"), then the
Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment (whether through
withholding at the source or otherwise) by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and
penalties imposed with respect thereto), employment taxes and Excise Tax
imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

          B.   Subject to the provisions of Section 9(C), all
determinations required to be made under this Section 9, including
whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by Deloitte & Touche (the "Accounting Firm")
which shall provide detailed supporting calculations both to the Company
and the Executive within 15 business days of the receipt of notice from
the Executive that there has been a Payment, or such earlier time as is
requested by the Company.  In the event that the Accounting Firm is
serving as accountant or auditor for the individual, entity or group
effecting the Change of Control, the Executive shall appoint another
nationally recognized accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder).  All fees and expenses of the Accounting Firm
shall be borne solely by the Company.  Any Gross-Up Payment, as
determined pursuant to this Section 9, shall be paid by the Company to
the Executive within five days of the receipt of the Accounting Firm's
determination.  If the Accounting Firm determines that no Excise Tax is
payable by the Executive, it shall furnish the Executive with a written
opinion that failure to report the Excise Tax on the Executive's
applicable federal income tax return would not result in the imposition
of a negligence or similar penalty.  Any determination by the Accounting
Firm shall be binding upon the Company and the Executive.  As a result of
the uncertainty in the application of Section 4999 of the Code at the
time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by the
Company should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder.  In the event that the
Company exhausts its remedies pursuant to Section 9(C) and the Executive
thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Company
to or for the benefit of the Executive.

          C.   The Executive shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would require
the payment by the Company of the Gross-Up Payment.  Such notification
shall be given as soon as practicable but no later than ten business days
after the Executive is informed in writing of such claim and shall
apprise the Company of the nature of such claim and the date on which
such claim is requested to be paid.  The Executive shall not pay such
claim prior to the expiration of the 30-day period following the date on
which it gives such notice to the Company (or such shorter period ending
on the date that any payment of taxes with respect to such claim is due).
If the Company notifies the Executive in writing prior to the expiration
of such period that it desires to contest such claim, the Executive
shall:

                                  -14-

               (i)  give the Company any information reasonably
     requested by the Company relating to such claim;

               (ii) take such action in connection with contesting
     such claim as the Company shall reasonably request in writing
     from time to time, including, without limitation, accepting
     legal representation with respect to such claim by an attorney
     reasonably selected by the Company;

               (iii) cooperate with the Company in good faith in
     order effectively to contest such claim; and

               (iv) permit the Company to participate in any
     proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax, employment tax or
income tax (including interest and penalties with respect thereto)
imposed as a result of such representation and payment of costs and
expenses.  Without limitation on the foregoing provisions of this
Section 9(C), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo
any and all administrative appeals, proceedings, hearings and conferences
with the taxing authority in respect of such claim and may, at its sole
option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive
agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as the Company shall determine; provided, however,
that if the Company directs the Executive to pay such claim and sue for a
refund, the Company shall advance the amount of such payment to the
Executive, on an interest-free basis and shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise Tax,
employment tax or income tax (including interest or penalties with
respect thereto) imposed with respect to such advance or with respect to
any imputed income with respect to such advance; and further provided
that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which such
contested amount is claimed to be due is limited solely to such contested
amount.  Furthermore, the Company's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be
payable hereunder and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.

          D.   If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 9(C), the Executive becomes
entitled to receive any refund with respect to such claim, the Executive
shall (subject to the Company's complying with the requirements of
Section 9(C)) promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after taxes
applicable thereto).  If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 9(C), a determination is made
that the Executive shall not be entitled to any refund with respect to
such claim and the Company does not notify the Executive in writing of
its intent to contest
                                  -15-

such denial of refund prior to the expiration of 30 days after such
termination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.

     10.       CONFIDENTIAL INFORMATION:  The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company or
any of its Affiliated Companies, and their respective businesses, which
shall have been obtained by the Executive during the Executive's
employment by the Company or any of its Affiliated Companies and which
shall not be or become public knowledge (other than by acts by the
Executive or representatives of the Executive in violation of this
Agreement).  After termination of the Executive's employment with the
Company, the Executive shall not, without the prior written consent of
the Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to anyone
other than the Company and those designated by it.  In no event shall an
asserted violation of the provisions of this Section 10 constitute a
basis for deferring or withholding any amounts otherwise payable to the
Executive under this Agreement.

     11.       SUCCESSORS:

          A.   This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.

          B.   This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

          C.   The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no
such succession had taken place.  As used in this Agreement, "Company"
shall mean the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid which assumes and agrees to perform
this Agreement by operation of law, or otherwise.

     12.       SOURCE OF PAYMENTS:  All payments provided in this Agreement
shall, unless the plan or program pursuant to which they are made provide
otherwise, be paid in cash from the general funds of the Company, and no
special or separate funds shall be established and no other segregation
of assets shall be made to assure payment.  Executive shall have no
right, title or interest whatever in or to any investments which the
Company may make to aid the Company in meeting its obligations hereunder.
Nothing contained in this Agreement, and no action taken pursuant to this
provision, shall create or be construed to create a trust of any kind, or
a fiduciary relationship, between the Company and Executive or any other
person.  To the extent that any person acquires a right to receive
payments from the Company hereunder, such right shall be no greater than
the right of an unsecured creditor of the Company.
                                     -16-

     13.       EFFECT OF PRIOR AGREEMENTS:  This Agreement contains the entire
understanding between the parties hereto and supersedes any prior
employment agreement between the Company or any predecessor of the
Company and Executive, except that this Agreement shall not affect or
operate to reduce any benefit or compensation inuring to Executive of a
kind elsewhere provided and not expressly provided or modified in this
Agreement.  Specifically, but not by way of limitation, this Agreement
supersedes and replaces that certain Employment Agreement between the
parties, dated May 12, 1994.

     14.       CONSOLIDATION, MERGER OR SALE OF ASSETS:  Nothing in this
Agreement shall preclude the Company from consolidating or merging into
or with, or transferring all or substantially all of its assets to,
another corporation which assumes this Agreement and all obligations and
undertakings of the Company hereunder; provided that no such action shall
diminish Executive's rights hereunder, including, without limitation,
rights under paragraph 5(C).  Upon such a consolidation, merger or
transfer of assets in assumption, the term "Company" as used herein shall
mean such other corporation.

     15.       MISCELLANEOUS:

          A.   This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without reference to
principles of conflict of laws.  The captions of this Agreement are not
part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a written
agreement executed by the parties hereto or their respective successors
and legal representatives.

          B.   All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by
registered or certified-mail, return receipt requested, postage prepaid,
addressed as follows:

        IF TO THE EXECUTIVE:  Don D. Sykora
                              5300 Mercer
                              #8 Auburn Place
                              Houston, Texas  77005


        IF TO THE COMPANY:    Houston Industries Incorporated
                              Five Post Oak Park
                              P.O. Box 4567
                              Houston, Texas  77210

                              ATTENTION:   Mr. Hugh Rice Kelly
                                           Vice President, General
                                           Counsel and Secretary

or to such other address as either party shall have furnished to the
other in writing in accordance herewith.  Notice and communications shall
be effective when actually received by the addressee.

                                  -17-

          C.   The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement.

          D.   The Company may withhold from any amounts payable under
this Agreement such Federal, state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.

          E.   The Executive's or the Company's failure to insist upon
strict compliance with any provision hereof or any other provision of
this Agreement or the failure to assert any right the Executive or the
Company may have hereunder, including, without limitation, the right of
the Executive to terminate employment for Good Reason pursuant to
Section 5(C)(i)-(v) of this Agreement, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this
Agreement.

          F.   The headings of paragraphs herein are included solely for
convenience and reference and shall not control the meaning or
interpretation of any of the provisions of this Agreement.

          G.   Contemporaneously with execution of this Agreement,
Executive shall be furnished a certified copy of a resolution of the
Board of Directors authorizing the execution and delivery of this
Agreement.
                             PART B

                    EXTENDED EMPLOYMENT TERM

          The Board has determined that it is in the best interests of
the Company and its shareholders to assure that the Company will have the
continued benefit of the Executive's services for a transition period
following the Executive's attainment of age 65 in the event that the
Executive remains employed by the Company on the date he attains age 65.
Therefore, in order to accomplish this objective and in consideration of
Executive's agreement to remain employed beyond normal retirement age,
the Board has caused the Company to enter into this Part B of this
Agreement.  This Part B shall be effective immediately upon the execution
of this Agreement and shall be null and void immediately upon (a) a
Change in Control (as defined in Part A above), whereupon the provisions
of Part A shall govern, or (b) the day that the Executive attains age 65
if he is not employed by the Company on such day.

          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1.   EMPLOYMENT PRIOR TO AGE 65:  The parties hereby agree that the
Executive's employment with the Company is terminable at will by either
party until the date that the Executive attains age 65.

     2.   CERTAIN DEFINITIONS:  Capitalized terms in this Part B shall
have the meanings herein ascribed to them or, if not defined in this
Part B, the meanings ascribed to them in Part A of this Agreement
("Part A").
                                  -18-

     3.   PROVISIONS INCORPORATED BY REFERENCE:  Sections 7, 8 and 10
through 15 of Part A are hereby incorporated by reference into this
Part B.

     4.   EMPLOYMENT PERIOD:  In the event that the Executive is employed
by the Company on the date that he attains age 65, the Company hereby
agrees to continue the Executive in its employ, and the Executive hereby
agrees to remain in the employ of the Company, in accordance with the
terms and provisions of this Part B, for the period commencing on the
date immediately following the date the Executive attains age 65 and
ending on the first day of the month coinciding with or next following
the Executive's attainment of age 67 (the "Extended Employment Term").

     5.   TERMS OF EMPLOYMENT:

          A.   POSITION AND DUTIES:     During the Extended Employment
Term and until the date of his termination of employment hereunder, the
Executive shall be employed as the President of the Company or in such
other executive capacities, consistent with the Executive's years of
experience with the Company, as the Board may determine in its discretion
from time to time.  Unless otherwise requested by the Board, Executive
shall resign and relinquish his office as President of the Company
effective as of his attainment of age 65.

          B.   COMPENSATION:

               (i)  ANNUAL BASE SALARY:  During the Extended
     Employment Term, the Executive shall receive an annual base
     salary (the "Annual Base Salary") at a monthly rate set by the
     Board in its discretion, which salary shall be in an amount
     commensurate with the Executive's position, duties and years of
     experience with the Company.

               (ii) BENEFIT AND BONUS PLANS:  During the Extended
     Employment Term, (a) the Executive shall be entitled to
     participate in all incentive, savings and retirement plans,
     practices, policies and programs applicable generally to other
     peer executives of the Company and its Affiliated Companies and
     (b) the Executive and/or the Executive's family, as the case
     may be, shall be eligible for participation in and shall
     receive all benefits under welfare benefit plans, practices,
     policies and programs provided by the Company and its
     Affiliated Companies (including, without limitation, medical,
     prescription, dental, disability, executive salary continuance,
     employee life, group life, accidental death and travel accident
     insurance plans and programs) to the extent applicable
     generally to other peer executives of the Company and its
     Affiliated Companies (the benefits described in clauses (a) and
     (b) collectively referred to herein as the "Other Benefits").

               (iii) SUPPLEMENTAL RETIREMENT BENEFIT:  Executive
     may be entitled to a Supplemental Retirement Benefit under this
     Agreement; provided that Executive shall not be entitled to
     such a benefit if Executive's employment terminates for Cause
     or voluntarily during the Extended Employment Term.  For
     purposes of determining the amount of any Supplemental
     Retirement Benefit

                                  -19-

     hereunder, Executive's benefit under the SERP (including both
     the Retirement Plan Restoration Benefit and the Supplemental
     Retirement Benefit) shall be calculated as provided in the SERP
     except that for purposes of such calculation Executive's
     "Average Monthly Compensation" (as defined in the Retirement
     Plan and referenced in the SERP) shall be deemed to be the
     result obtained by dividing the sum of (a) and (b) by 12, where
     (a) is Executive's salary received from the Company for the 12
     months ended August 31, 1995 and where (b) is the EICP bonus
     that would have been paid to the Executive with respect to the
     year in which Executive reached age 64 had the performance
     objectives thereunder been achieved at a target level for such
     year.  If the benefit so calculated is greater than the benefit
     payable to the Executive under the terms of the SERP, the
     Company shall pay to the Executive the amount of the difference
     (a "Supplemental Retirement Benefit").  The Supplemental
     Retirement Benefit shall be paid at the same time and in the
     same manner as the Executive's benefit under the SERP.

               (iv) SUPPLEMENTAL BENEFIT UPON DEATH OR
     DISABILITY:  If the Executive's employment is terminated by
     reason of the Executive's death or Disability during the
     Extended Employment Term or if the Executive dies following
     completion of the Extended Employment Term, any death or
     disability benefit that is payable to the Executive or his
     Beneficiary under the Company's Executive Benefits Plan and
     that is calculated with reference to the Executive's salary at
     termination of employment shall be calculated hereunder based
     on the Executive's salary in effect immediately prior to
     attainment of age 65.  If a death or disability benefit is
     greater when calculated under this Section B than the benefit
     payable pursuant to the Executive Benefits Plan
     (the "Underlying Benefit"), the Company shall pay to the
     Executive or his Beneficiary the amount of the difference
     (a "Supplemental Benefit").  Any  Supplemental Benefit shall be
     paid at the same time and in the same manner as the Underlying
     Benefit.

               (v)  GROUP LIFE INSURANCE:  Upon a termination of
     employment (a) during the Extended Employment Term for any
     reason other than voluntarily, by death or for Cause or (b) at
     the end of the Extended Employment Term, the Executive may
     elect to retain the group life insurance coverage provided to
     Executive and other employees of the Company under the Group
     Life Insurance Plan of the Company, and, if the election is
     made, Executive shall pay, or reimburse the Company for the
     cost of, the premiums for such insurance paid by the Company at
     the same rate charged active employees of the Company for
     similar coverage utilizing the same method or procedure for
     calculating the premium as in effect and applicable for
     Executive on the date hereof.  Such right to maintain group
     coverage shall be in an amount not to exceed three times Annual
     Base Salary of Executive in effect prior to Executive reaching
     age 65 and shall continue for the life of Executive.  It is
     hereby understood and agreed that there shall be no increase in
     said premium because of any reallocation due to age or risk
     that may occur after the date of execution hereof.

                                  -20-

     6.   OBLIGATIONS OF THE COMPANY UPON TERMINATION:

          A.   VOLUNTARILY, FOR CAUSE OR BY DEATH OR DISABILITY:  If the
Executive's employment shall be terminated for Cause during the Extended
Employment Term or if the Executive voluntarily terminates employment
during the Extended Employment Term, including a termination by reason of
death or Disability, this Agreement shall terminate without further
obligations to the Executive other than the obligation to pay to
Executive the Annual Base Salary through the Date of Termination plus the
amount of any compensation previously deferred by the Executive, in each
case to the extent theretofore unpaid, and the timely provision of Other
Benefits; provided that in the case of a death or  Disability, the
Company shall also pay or provide any benefit for which Executive or his
Beneficiary is eligible pursuant to Section 5(B)(iii)-(v) hereof.  Any
unpaid but due Annual Base Salary shall be paid to the Executive in a
lump sum in cash within 30 days of the Date of Termination.

          B.   TERMINATION OTHER THAN VOLUNTARILY, FOR CAUSE OR BY DEATH
OR DISABILITY:  If, during the Extended Employment Term, the Company
shall terminate the Executive's employment other than for Cause or
Disability, then:

               (i)  the Company shall pay to the Executive in a lump
     sum in cash (or common stock of the Company with respect to
     certain payments under LICP), within 30 days after the Date of
     Termination, the aggregate of (1) the Executive's Annual Base
     Salary and any annual bonus remaining owing to the Executive
     for the Extended Employment Term as if there had been no
     termination determined without any reduction for the present
     value of such lump-sum payment and (2) any accrued vacation
     pay, in each case to the extent not theretofore paid (the sum
     of the amounts described in clauses (1) and (2) above shall be
     hereinafter referred to as the "Accrued Obligations");

               (ii) for the remainder of the Extended Employment
     Term, or such longer period as any plan, program, practice or
     policy may provide, the Company shall continue benefits to the
     Executive and/or the Executive's family at least equal to those
     which would have been provided to them in accordance with the
     plans, programs, practices and policies described in
     Section 5(B)(ii)(b) of this Part B if the Executive's
     employment had not been terminated; and

               (iii) to the extent not theretofore paid or
     provided, the Company shall timely pay or provide to the
     Executive and/or the Executive's family any other amounts or
     benefits required to be paid or provided or which the Executive
     and/or the Executive's family is eligible to receive pursuant
     to this Agreement and under any plan, program, policy or
     practice or contract or agreement of the Company and its
     Affiliated Companies as in effect and applicable generally to
     other peer executives and their families.

          7.   DEFERRED COMPENSATION PLAN AND SERP PAYMENTS:
Notwithstanding any provision herein or any provision of the Deferred
Compensation Plan of the Company to the contrary, the Company and the
Board hereby agree to cause the Deferred Compensation Plan to be
administered so that any and all amounts of salary and/or bonus
theretofore deferred by
                                  -21-

Executive and held under the Deferred Compensation Plan with instructions
from Executive to pay in 15 annual installments shall be paid in said 15
installments, shall remain in said Plan earning interest at the rate
prescribed therein until installment distributions commence, shall
commence as provided under the terms of the Deferred Compensation Plan
but shall not be commuted and paid in a lump sum.  Notwithstanding any
provision of this Agreement or any provision of the SERP to the contrary,
the Company and the Board hereby agree to cause the SERP to be
administered so that no benefit payable to or on behalf of Executive
under the SERP may be commuted and paid in a lump sum.

          IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization from its Board of
Directors, the Company has caused these presents to be executed in its
name and on its behalf, all as of the day and year first above written.

                              HOUSTON INDUSTRIES INCORPORATED

                              By   JOHN T. CATER
                                   John T. Cater, Chairman of Personnel
                                   Committee of the Board of Directors



                              EXECUTIVE


                                   DON D. SYKORA
                                   Don D. Sykora

                                  -22-

                                                                Exhibit 11
            HOUSTON INDUSTRIES INCORPORATED AND SUBSIDIARIES
 
                COMPUTATION OF EARNINGS PER COMMON SHARE
                      AND COMMON EQUIVALENT SHARE
            (THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended Six Months Ended June 30, June 30, -------------------------------- ---------------------------- 1994 1993 1994 1993 Primary Earnings Per Share: (1) Weighted average shares of common stock outstanding................. 130,708,985 129,849,302 130,707,875 129,725,481 (2) Effect of issuance of shares from assumed exercise of stock options (treasury stock method).................. (66,344) (619) (42,705) 2,543 ------------ ------------ ------------ ------------ (3) Weighted average shares........................ 130,642,641 129,848,683 130,665,170 129,728,024 ============ ============ ============ ============ (4) Net income..................................... $ 133,828 $ 100,209 $ 164,003 $ 127,264 (5) Primary earnings per share (line 4/line 3).......................... $ 1.02 $ .77 $ 1.26 $ .98 Fully Diluted Earnings Per Share: (6) Weighted average shares per computation on line 3 above.............. 130,642,641 129,848,683 130,665,170 129,728,024 (7) Shares applicable to options included on line 2 above................. 66,344 619 42,705 (2,543) (8) Dilutive effect of stock options based on the average price for the period or period- end price, whichever is higher, of $33.63 and $44.67 for the second quarter of 1994 and 1993, respectively, and $37.06 and $45.77 for the first six months of 1994 and 1993, respectively. (treasury stock method).................. (66,344) (619) (42,705) 2,543 ------------ ------------ ------------ ------------ (9) Weighted average shares........................ 130,642,641 129,848,683 130,665,170 129,728,024 ============ ============ ============ ============ (10) Net income..................................... $ 133,828 $ 100,209 $ 164,003 $ 127,264 (11) Fully diluted earnings per share (line 10/line 9)................... $ 1.02 $ .77 $ 1.26 $ .98
Notes: These calculations are submitted in accordance with Regulation S-K item 601(b) (11) although it is not required for financial presentation disclosure per footnote 2 to paragraph 14 of Accounting Principles Board (APB) Opinion No. 15 because it does not meet the 3% dilutive test. The calculations for the quarters and six months ended June 30, 1994 and 1993 are submitted in accordance with Regulation S-K item 601(b) (11) although they are contrary to paragraphs 30 and 40 of APB No. 15 because they produce anti-dilutive results.

                                                                   EXHIBIT 12

            HOUSTON INDUSTRIES INCORPORATED AND SUBSIDIARIES
           COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
                         (THOUSANDS OF DOLLARS)
Six Twelve Months Ended Months Ended June 30, 1994 June 30, 1994 Fixed Charges as Defined: (1) Interest on Long-Term Debt.................. $ 173,462 $ 359,927 (2) Other Interest.............................. 11,657 15,728 (3) Preferred Dividends Factor of Subsidiary........................ 26,348 52,810 (4) Interest Component of Rentals Charged to Operating Expense......... 1,909 4,151 ------------- ----------- (5) Total Fixed Charges......................... $ 213,376 $ 432,616 ============= =========== Earnings as Defined: (6) Income Before Cumulative Effect of Change in Accounting for Postemployment Benefits.............. $ 172,203 $ 460,974 (7) Income Taxes .............................. 100,554 271,641 (8) Fixed Charges (line 5)...................... 213,376 432,616 ------------- ----------- (9) Earnings Before Income Taxes and Fixed Charges.................... $ 486,133 $ 1,165,231 ============= =========== Preferred Dividends Factor of Subsidiary: (10) Preferred Stock Dividends of Subsidiary........................... $ 16,676 $ 33,214 (11) Ratio of Pre-Tax Income to Net Income (line 6 plus line 7 divided by line 6)............ 1.58 1.59 ------------- ----------- (12) Preferred Dividends Factor of Subsidiary (line 10 times line 11)............................. $ 26,348 $ 52,810 ============= =========== Ratio of Earnings to Fixed Charges (line 9 divided by line 5)..................... 2.28 2.69
                                                         EXHIBIT 99(a)

(8)  COMMITMENTS AND CONTINGENCIES

 (a) HL&P.  HL&P has various commitments for capital expenditures,
     fuel, purchased power, cooling water and operating leases.
     Commitments in connection with HL&P's capital program are
     generally revocable by HL&P subject to reimbursement to
     manufacturers for expenditures incurred or other cancellation
     penalties.  HL&P's other commitments have various quantity
     requirements and durations.  However, if these requirements could
     not be met, various alternatives are available to mitigate the
     cost associated with the contracts' commitments.

     HL&P's capital program (exclusive of AFUDC) is presently
     estimated to cost $478 million in 1994, $381 million in 1995 and
     $418 million in 1996.  These amounts do not include expenditures
     on projects for which HL&P expects to be reimbursed by customers
     or other parties.

     HL&P has entered into several long-term coal, lignite and natural
     gas contracts which have various quantity requirements and
     durations.  Minimum obligations for coal and transportation
     agreements are approximately $167 million in 1994, and $165
     million in 1995 and 1996.  In addition, the minimum obligations
     under the lignite mining and lease agreements will be
     approximately $14 million annually during the 1994-1996 period.
     HL&P has entered into several gas purchase agreements containing
     contract terms in excess of one year which provide for specified
     purchase and delivery obligations.  Minimum obligations for
     natural gas purchase and natural gas storage contracts are
     approximately $57.4 million in 1994, $58.9 million in 1995 and
     $60.5 million in 1996.  Collectively, the gas supply contracts
     included in these figures could amount to 11% of HL&P's annual
     natural gas requirements.  The Utility Commission's rules provide
     for recovery of the coal, lignite and natural gas costs described
     above through the energy component of HL&P's electric rates.
     Nuclear fuel costs are also included in the energy component of
     HL&P's electric rates based on the cost of nuclear fuel consumed
     in the reactor.

     HL&P has commitments to purchase firm capacity from cogenerators
     of approximately $145 million in 1994, $32 million in 1995 and
     $22 million in 1996.  The Utility Commission's rules allow
     recovery of these costs through HL&P's base rates for electric
     service and additionally authorize HL&P to charge or credit
     customers for any variation in actual purchased power cost from
     the cost utilized to determine its base rates.  In the event that
     the Utility Commission, at some future date, does not allow
     recovery through rates of any amount of purchased power payments,
     the three principal firm capacity contracts contain provisions
     allowing HL&P to suspend or reduce payments and seek repayment
     for amounts disallowed.

     In November 1990, the Clean Air Act was extensively amended by
     Congress.  HL&P has already made an investment in pollution
     control facilities, and all of its generating facilities
     currently comply in all material respects with sulfur dioxide
     emission standards established by the legislation.  Provisions of
     the Clean Air Act dealing with urban air pollution required
     establishing new emission limitations for  nitrogen oxides from
     existing sources.  The cost of modifications necessary to reduce
     nitrogen oxide emissions from existing sources has been estimated
     at $29 million in 1994 and $10.5 million in 1995.  In addition,
     continuous emission monitoring regulations are anticipated to
     require expenditures of $12 million in 1994 and $2 million in
     1995.  Capital expenditures are expected to total $71 million for
     the years 1994 through 1996.

     The Energy Policy Act of 1992, which became law in October 1992,
     includes a provision that assesses a fee upon domestic utilities
     having purchased enrichment services from the Department of
     Energy before October 22, 1992.  This fee is to cover a portion
     of the cost to decontaminate and decommission the enrichment
     facilities.  It is currently estimated that the assessment to the
     South Texas Project Electric Generating Station (South Texas
     Project) will be approximately $4 million in 1994 and
     approximately $2 million each year thereafter (subject to
     escalation for inflation), of which HL&P's share is 30.8%.  This
     assessment will continue until the earlier of 15 years or when
     $2.25 billion (adjusted for inflation) has been collected from
     domestic utilities.  Based on HL&P's actual payment of $579,810
     in 1993, it recorded an estimated liability of $8.7 million.

     HL&P's service area is heavily dependent on oil, gas, refined
     products, petrochemicals and related business.  Significant
     adverse events affecting these industries would negatively impact
     the revenues of the Company and HL&P.

(9)  JOINTLY-OWNED NUCLEAR PLANT

 (a) HL&P INVESTMENT.  HL&P is project manager and one of four co-
     owners in the South Texas Project, which consists of two 1,250
     megawatt nuclear generating units.  Unit Nos. 1 and 2 of the
     South Texas Project achieved commercial operation in August 1988
     and June 1989, respectively.  Each co-owner funds its own share
     of capital and operating costs associated with the plant, with
     HL&P's interest in the project being 30.8%.  HL&P's share of the
     operation and maintenance expenses is included in electric
     operation and maintenance expenses on the Company's Statements of
     Consolidated Income and in the corresponding operating expense
     amounts on HL&P's Statements of Income.

     As of December 31, 1993, HL&P's investments (net of accumulated
     depreciation and amortization) in the South Texas Project and in
     nuclear fuel, including AFUDC, were $2.1 billion and $119
     million, respectively.

 (b) CITY OF AUSTIN LITIGATION.  In 1983, the City of Austin (Austin),
     one of the four co-owners of the South Texas Project, filed a
     lawsuit against the Company and HL&P alleging that it was
     fraudulently induced to participate in the South Texas Project
     and that HL&P failed to perform properly its duties as project
     manager.  After a jury trial in 1989, judgment was entered in
     favor of HL&P, and that judgment was affirmed on appeal.  In May
     1993, following the expiration of Austin's rights to appeal to
     the United States Supreme Court, the judgment in favor of the
     Company and HL&P became final.

     On February 22, 1994, Austin filed a new suit against HL&P.  In
     that suit, filed in the 164th District Court for Harris County,
     Texas, Austin alleges that the outages at the South Texas Project
     since February 1993 are due to HL&P's failure to perform
     obligations it owed to Austin under the Participation Agreement
     among the four co-owners of the South Texas Project
     (Participation Agreement).  Austin asserts that such failures
     have caused Austin damages of at least $125 million, which are
     continuing, due to the incurrence of increased operating and
     maintenance costs, the cost of replacement power and lost profits
     on wholesale transactions that did not occur.  Austin states that
     it will file a "more detailed" petition at a later date.  For a
     discussion of the 1993 outage, see Note 9(f).

     As it did in the litigation filed against HL&P in 1983, Austin
     asserts that HL&P breached obligations HL&P owed under the
     Participation Agreement to Austin, and Austin seeks a declaration
     that HL&P had as duty to exercise reasonable care in the
     operation and maintenance of the South Texas Project.  In that
     earlier litigation, however, the courts concluded that the
     Participation Agreement did not impose on HL&P a duty to exercise
     reasonable skill and care as Project Manager.

     Austin also asserts in its new suit that certain terms of a
     settlement reached in 1992 among HL&P and Central and South West
     Corporation (CSW) and its subsidiary, Central Power and Light
     Company (CPL), are invalid and void.  The Participation Agreement
     permits arbitration of certain disputes among the owners, and the
     challenged settlement terms provide that in any future
     arbitration, HL&P and CPL would each appoint an arbitrator
     acceptable to the other.  Austin asserts that, as a result of
     this agreement, the arbitration provisions of the Participation
     Agreement are void and Austin should not be required to
     participate in or be bound by arbitration proceedings;
     alternatively, Austin asserts that HL&P's rights with respect to
     CPL's appointment of an arbitrator should be shared with all the
     owners or canceled, and Austin seeks injunctive relief against
     arbitration of its dispute with HL&P.  For a further discussion
     of the settlement among HL&P, CSW and CPL, see Note 9(c) below.

     HL&P and the Company do not believe there is merit to Austin's
     claims, and they intend to defend vigorously against them.
     However, there can be no assurance as to the ultimate outcome of
     this matter.

 (c) ARBITRATION WITH CO-OWNERS.  During the course of the litigation
     filed by Austin in 1983, the City of San Antonio (San Antonio)
     and CPL, the other two co-owners in the South Texas Project,
     asserted claims for unspecified damages against HL&P as project
     manager of the South Texas Project, alleging HL&P breached its
     duties and obligations.  San Antonio and CPL requested
     arbitration of their claims under the Participation Agreement.
     This matter was severed from the Austin litigation and is pending
     before the 101st District Court in Dallas County, Texas.

     The 101st District Court ruled that the demand for arbitration is
     valid and enforceable under the Participation Agreement, and that
     ruling has been upheld by appellate courts.  Arbitrators were
     appointed by HL&P and each of the other co-owners in connection
     with the District Court's ruling.  The Participation Agreement
     provides that the four appointed arbitrators will select a fifth
     arbitrator, but that action has not yet occurred.

     In 1992, the Company and HL&P entered into a settlement with CPL
     and CSW, with respect to various matters including the
     arbitration and related legal proceedings.  Pursuant to the
     settlement, CPL withdrew its demand for arbitration under the
     Participation Agreement, and the Company, HL&P, CSW and CPL
     dismissed litigation associated with the dispute.  The settlement
     also resolved other disputes between the parties concerning
     various transmission agreements and related billing disputes.  In
     addition, the parties also agreed to support, and to seek consent
     of the other owners of the South Texas Project to, certain
     amendments to the Participation Agreement, including changes in
     the management structure of the South Texas Project through which
     HL&P would be replaced as project manager by an independent
     entity.

     Although settlement with CPL does not directly affect San
     Antonio's pending demand for arbitration,  HL&P and CPL have
     reached certain other understandings which contemplate that:  (i)
     CPL's arbitrator previously appointed for that proceeding would
     be replaced by CPL;  (ii) arbitrators approved by CPL and HL&P
     for any future arbitrations will be mutually acceptable to HL&P
     and CPL; and (iii) HL&P and CPL will resolve any future disputes
     between them concerning the South Texas Project without resorting
     to the arbitration provision of the Participation Agreement.  The
     settlement with CPL did not have a material adverse effect on the
     Company's or HL&P's financial position and results of operations.

     In February 1994, San Antonio indicated a desire to move forward
     with its demand for arbitration and suggested that San Antonio
     considers all allegations of mismanagement against HL&P to be
     appropriate subjects for arbitration in that proceeding, not just
     allegations related to the planning and construction of the South
     Texas Project.  It is unclear what additional allegations San
     Antonio may make, but it is possible that San Antonio will assert
     that HL&P has liability for all or some portion of the additional
     costs incurred by San Antonio due to the 1993 outage of the South
     Texas Project.  For a discussion of that outage see Note 9(f).

     HL&P and the Company continue to regard San Antonio's claims to
     be without merit.  From time to time, HL&P and other parties to
     these proceedings have held discussions with a view toward
     settling their differences on these matters.

     While HL&P and the Company cannot give definite assurance
     regarding the ultimate resolution of the San Antonio litigation
     and arbitration, they presently do not believe such resolutions
     will have a material adverse impact on HL&P's or the Company's
     financial position and results of operations.

 (d) NUCLEAR INSURANCE.  HL&P and the other owners of the South Texas
     Project  maintain nuclear property and nuclear liability
     insurance coverages as required by law and periodically review
     available limits and coverage for additional protection.  The
     owners of the South Texas Project currently maintain $500 million
     in primary property damage insurance from American Nuclear
     Insurers (ANI).  Effective November 15, 1993, the maximum amounts
     of excess property insurance available through the insurance
     industry increased from $2.125 billion to $2.2 billion.  This
     $2.2 billion of excess property insurance coverage includes $800
     million of excess insurance from ANI and $1.4 billion of excess
     property insurance coverage through participation in the Nuclear
     Electric Insurance Limited (NEIL) II program.  The owners of the
     South Texas Project have approved the purchase of the additional
     available excess property insurance coverage.  Additionally,
     effective January 1, 1994, ANI will be increasing their excess
     property insurance limits to $850 million, and the owners of the
     South Texas Project have also approved the purchase of the
     additional limits at the March 1, 1994 renewal for ANI excess
     property insurance.  Under NEIL II, HL&P and the other owners of
     the South Texas Project are subject to a maximum assessment, in
     the aggregate, of approximately $15.9 million in any one policy
     year.  The application of the proceeds of such property insurance
     is subject to the priorities established by the United States
     Nuclear Regulatory Commission (NRC) regulations relating to the
     safety of licensed reactors and decontamination operations.

     Pursuant to the Price Anderson Act, the maximum liability to the
     public for owners of nuclear power plants, such as the South
     Texas Project, was increased from $7.9 billion to $9.3 billion
     effective February 18, 1994.  Owners are required under the Act
     to insure their liability for nuclear incidents and protective
     evacuations by maintaining the maximum amount of financial
     protection available from private sources and by maintaining
     secondary financial protection through an industry retrospective
     rating plan.  Effective August 20, 1993, the assessment of
     deferred premiums provided by the plan for each nuclear incident
     has increased from $63 million to up to $75.5 million per reactor
     subject to indexing for inflation, a possible 5% surcharge (but
     no more than $10 million per reactor per incident in any one
     year) and a 3% state premium tax.  HL&P and the other owners of
     the South Texas Project currently maintain the required nuclear
     liability insurance and participate in the industry retrospective
     rating plan.

     There can be no assurance that all potential losses or
     liabilities will be insurable, or that the amount of insurance
     will be sufficient to cover them.  Any substantial losses not
     covered by insurance would have a material effect on HL&P's and
     the Company's financial condition.

 (e) NUCLEAR DECOMMISSIONING.  HL&P and the other co-owners of the
     South Texas Project are required by the NRC to meet minimum
     decommissioning funding requirements to pay the costs of
     decommissioning the South Texas Project.  Pursuant to the terms
     of the order of the Utility Commission in Docket No. 9850, HL&P
     is currently funding decommissioning costs for the South Texas
     Project with an independent trustee at an annual amount of $6
     million.

     As of December 31, 1993, the trustee held approximately $18.7
     million for decommissioning, for which the asset and liability
     are reflected on the Company's Consolidated and HL&P's Balance
     Sheets in deferred debits and deferred credits, respectively.
     HL&P's funding level is estimated to provide approximately $146
     million in 1989 dollars, an amount which currently exceeds the
     NRC minimum.  However, the South Texas Project co-owners have
     engaged an outside consultant to review the estimated
     decommissioning costs of the South Texas Project which review
     should be completed by the end of 1994.  While changes to present
     funding levels, if any, cannot be estimated at this time, a
     substantial increase in funding may be necessary.  No assurance
     can be given that the amounts held in trust will be adequate to
     cover the decommissioning costs.

 (f) NRC INSPECTIONS AND OPERATIONS.  Both generating units at the
     South Texas Project were out of service from February 1993 to
     February 1994, when Unit No. 1 was authorized by the NRC to
     return to service.  Currently, Unit No. 1 is out of service for
     repairs to a small steam generator leak encountered following the
     unit's shutdown to repair a feedwater control valve.  Those
     repairs are scheduled for completion by mid-March 1994, and no
     formal NRC approval is required to resume operation of Unit No.
     1.  Unit No. 2 is currently scheduled to resume operation after
     completion of regulatory reviews, in the spring of 1994. HL&P
     removed the units from service in February 1993 when a problem
     was encountered with certain pumps.  At that time HL&P concluded
     that the units should not resume operation until HL&P had
     determined the root cause of the failure and had briefed the NRC
     and corrective action had been taken.  The NRC formalized that
     commitment in a Confirmatory Action Letter, which confirmed that
     HL&P would not resume operations until it had briefed the NRC on
     its findings and actions.  Subsequently, that Confirmatory Action
     Letter was supplemented by the NRC to require HL&P, prior to
     resuming operations, to address additional matters which were
     identified during the course of analyzing the issues associated
     with the original pump failure and during various subsequent NRC
     inspections and reviews.

     In June 1993, the NRC announced that the South Texas Project had
     been placed on the NRC's "watch list" of plants with "weaknesses
     that warrant increased NRC attention."  Plants in this category
     are authorized to operate but are subject to close monitoring by
     the NRC.  The NRC reviews the status of plants on this list semi-
     annually, but HL&P does not anticipate that the South Texas
     Project would be removed from that list until there has been a
     period of operation for both units, and the NRC concludes that
     the concerns which led the NRC to place the South Texas Project
     on that list have been satisfactorily addressed.

     The NRC's decision to place the South Texas Project on its "watch
     list" followed the June 1993 issuance of a report by its
     Diagnostic Evaluation Team (DET) which conducted a review of the
     South Texas Project in the spring of 1993 and identified a number
     of areas requiring improvement at the South Texas Project.
     Conducted infrequently, NRC diagnostic evaluations do not
     evaluate compliance with NRC regulations but are broad-based
     evaluations of overall plant operations and are intended to
     review the strengths and weaknesses of the licensee's performance
     and to identify the root cause of performance problems.

     The DET report found, among other things, weaknesses in
     maintenance and testing, deficiencies in training and in the
     material condition of some equipment, strained staffing levels in
     operations and several weaknesses in engineering support.  The
     report cited the need to reduce backlogs of engineering and
     maintenance work and to simplify work processes which, the DET
     found, placed excessive burdens on operating and other plant
     personnel.  The report also identified the need to strengthen
     management communications, oversight and teamwork as well as the
     capability to identify and correct the root causes of problems.
     The DET also expressed concern with regard to the adequacy of
     resources committed to resolving issues at the South Texas
     Project but noted that many issues had already been identified
     and were being addressed by HL&P.

     In response to the DET report, HL&P presented its plan to address
     the issues raised in that report and began its action program to
     address those concerns. While those programs were being
     implemented, HL&P also initiated additional activities and
     modifications that were not previously scheduled during 1993 but
     which are designed to eliminate the need for some future outages
     and to enhance operations at the South Texas Project.  The NRC
     conducted additional inspections and reviews of HL&P's plans and
     agreed in February 1994 that HL&P's progress in addressing the
     NRC's concerns had satisfied the issues raised in the
     Confirmatory Action Letter with respect to Unit No. 1.  The NRC
     concurred in HL&P's determination that Unit No. 1 could resume
     operation.  Work is now underway to address the NRC's concerns
     with respect to Unit No. 2, which HL&P anticipates will not
     require as extensive an effort as was required by the NRC for
     Unit No. 1.  However, difficulties encountered in completing
     actions required on Unit No. 2 and any additional issues which
     may be raised in the conduct of those activities or in the
     operation of Unit No. 1 could adversely affect the anticipated
     schedule for resuming operation of Unit No. 2.  During the
     outage, HL&P has not had, and does not anticipate having,
     difficulty in meeting its energy needs.

     During the outage, both fuel and non-fuel expenditures have been
     higher for HL&P than levels originally projected for the year.
     HL&P's non-fuel expenditures for the South Texas Project during
     1993 were approximately $115 million greater than originally
     budgeted levels (of which HL&P's share was $35 million) for work
     undertaken in connection with the DET and for other initiatives
     taken during the year.  It is expected that, subsequent to 1993,
     operation and maintenance costs will continue to be higher than
     previous levels in order to support additional initiatives
     developed in 1993.  Fuel costs also were necessarily higher due
     to the use of higher cost alternative fuels.  However, these
     increased expenditures are expected to be offset to some extent
     by savings from future outages that can now be avoided as a
     result of activities accelerated into 1993 and from overall
     improvement in operations resulting from implementing the
     programs developed during the outage.  For a discussion of
     regulatory treatment related to the outage, see Notes 10(f) and
     10(g).

     During 1993, the NRC imposed a total of $500,000 in civil
     penalties (of which HL&P's share was $154,000) in connection with
     violations of NRC requirements.

     In March 1993, a Houston newspaper reported that the NRC had
     referred to the Department of Justice allegations that the
     employment of three former employees and an employee of a
     contractor to HL&P had been terminated or disrupted in
     retaliation for their having made safety-related complaints to
     the NRC.  Such retaliation, if proved, would be contrary to
     requirements of the Atomic Energy Act and regulations promulgated
     by the NRC.  The NRC has confirmed to HL&P that these matters
     have been referred to the Department of Justice for consideration
     of further action and has notified HL&P that the NRC is
     considering enforcement action against HL&P and one or more HL&P
     employees in connection with one of those cases.  HL&P has been
     advised by counsel that most referrals by the NRC to the
     Department of Justice do not result in prosecutions.  The Company
     and HL&P strongly believe that the facts underlying these events
     would not support action by the Department of Justice against
     HL&P or any of its personnel; accordingly, HL&P intends to defend
     vigorously against such charges.  HL&P also intends to defend
     vigorously against civil proceedings filed in the state court in
     Matagorda County, Texas, by the complaining employees and against
     administrative proceedings before the Department of Labor and the
     NRC, which, independently of the Department of Justice, could
     impose administrative sanctions if they find violations of the
     Atomic Energy Act or the NRC regulations.  These administrative
     sanctions may include civil penalties in the case of the NRC and,
     in the case of the Department of Labor, ordering reinstatement
     and back pay and/or imposing civil penalties.  Although the
     Company and HL&P do not believe these allegations have merit or
     will have a material adverse effect on the Company or HL&P,
     neither the Company nor HL&P can predict at this time their
     outcome.

(10) UTILITY COMMISSION PROCEEDINGS

     Pursuant to a series of applications filed by HL&P in recent
     years, the Utility Commission has granted HL&P rate increases to
     reflect in electric rates HL&P's substantial investment in new
     plant construction, including the South Texas Project.  Although
     Utility Commission action on those applications has been
     completed, judicial review of a number of the Utility Commission
     orders is pending.  In Texas, Utility Commission orders may be
     appealed to a District Court in Travis County, and from that
     Court's decision an appeal may be taken to the Court of Appeals
     for the 3rd District at Austin (Austin Court of Appeals).
     Discretionary review by the Supreme Court of Texas may be sought
     from decisions of the Austin Court of Appeals.  The pending
     appeals from the Utility Commission orders are in various stages.
     In the event the courts ultimately reverse actions of the Utility
     Commission in any of these proceedings, such matters would be
     remanded to the Utility Commission for action in light of the
     courts' orders.  Because of the number of variables which can
     affect the ultimate resolution of such matters on remand, the
     Company and HL&P generally are not in a position at this time to
     predict the outcome of the matters on appeal or the ultimate
     effect that adverse action by the courts could have on the
     Company and HL&P.  On remand, the Utility Commission's action
     could range from granting rate relief substantially equal to the
     rates previously approved, to a reduction in the revenues to
     which HL&P was entitled during the time the applicable rates were
     in effect, which could require a refund to customers of amounts
     collected pursuant to such rates.

     Judicial review has been concluded or currently is pending on the
     final orders of the Utility Commission described below.

 (a) DOCKET NOS. 6765, 6766 AND 5779.  In February 1993, the Austin
     Court of Appeals granted a motion by the Office of Public Utility
     Counsel (OPC) to voluntarily dismiss its appeal of the Utility
     Commission's order in HL&P's 1984 rate case (Docket No. 5779).
     In December 1993, the Supreme Court of Texas granted a similar
     motion by OPC to dismiss its appeal of the Utility Commission's
     order in HL&P's 1986 rate case (Docket Nos. 6765 and 6766).  As a
     result, appellate review of the Utility Commission's orders in
     those dockets has been concluded, and the orders have been
     affirmed.

 (b) DOCKET NO. 8425.  In October 1992, a District Court in Travis
     County, Texas affirmed the Utility Commission's order in HL&P's
     1988 rate case (Docket No. 8425).  An appeal to the Austin Court
     of Appeals is pending.  In its final order in that docket, the
     Utility Commission granted HL&P a $227 million increase in base
     revenues, allowed a 12.92% return on common equity, authorized a
     qualified phase-in plan for Unit No. 1 of the South Texas Project
     (including approximately 72% of HL&P's investment in Unit No. 1
     of the South Texas Project in rate base) and authorized HL&P to
     use deferred accounting for Unit No. 2 of the South Texas
     Project.  Rates substantially corresponding to the increase
     granted were implemented by HL&P in June 1989 and remained in
     effect until May 1991.

     In the appeal of the Utility Commission's order, certain parties
     have challenged the Utility Commission's decision regarding
     deferred accounting, treatment of federal income tax expense and
     certain other matters.  A recent decision of the Austin Court of
     Appeals, in an appeal involving another utility (and to which
     HL&P was not a party), adopted some of the arguments being
     advanced by parties challenging the Utility Commission's order in
     Docket No. 8425.  In that case, PUBLIC UTILITY COMMISSION OF
     TEXAS VS. GTE-SW, the Austin Court of Appeals ruled that when a
     utility pays federal income taxes as part of a consolidated
     group, the utility's ratepayers are entitled to a fair share of
     the tax savings actually realized, which can include savings
     resulting from unregulated activities.  The Texas Supreme Court
     has agreed to hear an appeal of that decision, but on points not
     involving the federal income tax issues, though tax issues could
     be decided in such opinion.

     In its final order in Docket No. 8425, the Utility Commission did
     not reduce HL&P's tax expense by any of the tax savings resulting
     from the Company's filing of a consolidated tax return.  Although
     the GTE decision was not legally dispositive of the tax issues
     presented in the appeal of Docket No. 8425, it is possible that
     the Austin Court of Appeals could utilize the reasoning in GTE in
     addressing similar issues in the appeal of Docket No. 8425.
     However, in February 1993 the Austin Court of Appeals,
     considering an appeal involving another telephone utility, upheld
     Utility Commission findings that the tax expense for the utility
     included the utility's fair share of the tax savings resulting
     from a consolidated tax return, even though the utility's fair
     share of the tax savings was determined to be zero.  HL&P
     believes that the Utility Commission findings in Docket No. 8425
     and in Docket No. 9850 (see Note 10(c)) should be upheld on the
     same principle (i.e., that the Utility Commission determined that
     the fair share of tax savings to be allocated to ratepayers is
     determined to be zero).  However, no assurance can be made as to
     the ultimate outcome of this matter.

     The Utility Commission's order in Docket No. 8425 may be affected
     also by the ultimate resolution of appeals concerning the Utility
     Commission's treatment of deferred accounting.  For a discussion
     of appeals of the Utility Commission's orders on deferred
     accounting, see Notes 10(e) and 11.

 (c) DOCKET NO. 9850.  In August 1992, a district court in Travis
     County affirmed the Utility Commission's final order in HL&P's
     1991 rate case (Docket No. 9850).  That decision was appealed by
     certain parties to the Austin Court of Appeals, raising issues
     concerning the Utility Commission's approval of a non-unanimous
     settlement in that docket, the Utility Commission's calculation
     of federal income tax expense and the allowance of deferred
     accounting reflected in the settlement.  In August 1993, the
     Austin Court of Appeals affirmed on procedural grounds the ruling
     by the Travis County District Court, and applications for writ of
     error were filed with the Supreme Court of Texas by one of the
     other parties to the proceeding.  The Supreme Court has not yet
     ruled on these applications.  In Docket No. 9850, the Utility
     Commission approved a settlement agreement reached with most
     parties.  That settlement agreement provided for a $313 million
     increase in HL&P's base rates, termination of deferrals granted
     with respect to Unit No. 2 of the South Texas Project and of the
     qualified phase-in plan deferrals granted with respect to Unit
     No. 1 of the South Texas Project, and recovery of deferred plant
     costs.  The settlement authorized a 12.55% return on common
     equity for HL&P, and HL&P agreed not to request additional
     increases in base rates that would be implemented prior to May 1,
     1993.  Rates contemplated by that settlement agreement were
     implemented in May 1991 and remain in effect.

     The Utility Commission's order in Docket No. 9850 found that HL&P
     would have been entitled to more rate relief than the $313
     million agreed to in the settlement, but certain recent actions
     of the Austin Court of Appeals could, if ultimately upheld and
     applied to the appeal of Docket No. 9850, require a remand of
     that settlement to the Utility Commission.  HL&P believes that
     the amount which the Utility Commission found HL&P was entitled
     to would exceed any disallowance that would have been required
     under the Austin Court of Appeals' ruling regarding deferred
     accounting (see Notes 10(e) and 11) or any adverse effect on the
     calculation of tax expense if the court's ruling in the GTE
     decision were applied to that settlement (see Note 10(b) above).
     However, the amount of rate relief to which the Utility
     Commission found HL&P to be entitled in excess of the $313
     million agreed to in the settlement may not be sufficient if the
     reasoning in both the GTE decision and the ruling on deferred
     accounting were to be applied to the settlement agreement in
     Docket No. 9850.  Although HL&P believes that it should be
     entitled to demonstrate entitlement to rate relief equal to that
     agreed to in the stipulation in Docket No. 9850, HL&P cannot rule
     out the possibility that a remand and reopening of that
     settlement would be required if decisions unfavorable to HL&P are
     rendered on both the deferred accounting treatment and the
     calculation of tax expense for ratemaking purposes.

 (d) DOCKET NO. 6668.  In June 1990, the Utility Commission issued the
     final order in Docket No. 6668, the Utility Commission's inquiry
     into the prudence of the planning, management and construction of
     the South Texas Project.  The Utility Commission's findings and
     order in Docket No. 6668 were incorporated in Docket No. 8425,
     HL&P's 1988 general rate case.  Pursuant to the findings in
     Docket No. 6668, the Utility Commission found imprudent $375.5
     million out of HL&P's $2.8 billion investment in the two units of
     the South Texas Project.

     The Utility Commission's findings did not reflect $207 million in
     benefits received in a settlement of litigation with the former
     architect-engineer of the South Texas Project or the effects of
     federal income taxes, investment tax credits or certain
     deferrals.  In addition, accounting standards require that the
     equity portion of AFUDC accrued for regulatory purposes under
     deferred accounting orders be utilized to determine the cost
     disallowance for financial reporting purposes.  After taking all
     of these items into account, HL&P recorded an after-tax charge of
     $15 million in 1990 and continued to reduce such loss with the
     equity portion of deferrals in 1991 related to Unit No. 2 of the
     South Texas Project.  The findings in Docket No. 6668 represent
     the Utility Commission's final determination regarding the
     prudence of expenditures associated with the planning and
     construction of the South Texas Project.  Unless the order is
     modified or reversed on appeal, HL&P will be precluded from
     recovering in rate proceedings the amount found imprudent by the
     Utility Commission.

     Appeals by HL&P and other parties of the Utility Commission's
     order in Docket No. 6668 were dismissed by a District Court in
     Travis County in May 1991.  However, in December 1992 the Austin
     Court of Appeals reversed the District Court's dismissals on
     procedural grounds.  HL&P and other parties have filed
     applications for writ of error with the Supreme Court of Texas
     concerning the order by the Austin Court of Appeals, but unless
     the order is modified on further review, HL&P anticipates that
     the appeals of the parties will be reinstated and that the merits
     of the issues raised in those appeals of Docket No. 6668 will be
     considered by the District Court, with the possibility of
     subsequent judicial review once the District Court has acted on
     those appeals.  In addition, separate appeals are pending from
     Utility Commission orders in Docket Nos. 8425 and 9850, in which
     the findings of the order in Docket No. 6668 are reflected in
     rates.  See Notes 10(b) and 10(c).

 (e) DOCKET NOS. 8230 AND 9010.  Deferred accounting treatment for
     Unit No. 1 of the South Texas Project was authorized by the
     Utility Commission in Docket No. 8230 and was extended in Docket
     No. 9010.  Similar deferred accounting treatment with respect to
     Unit No. 2 of the South Texas Project was authorized in Docket
     No. 8425.  For a discussion of the deferred accounting treatment
     granted, see Note 11.  In September 1992, the Austin Court of
     Appeals, in considering the appeal of the Utility Commission's
     final order in Docket Nos. 8230 and 9010, upheld the Utility
     Commission's action in granting deferred accounting treatment for
     operation and maintenance expenses, but rejected such treatment
     for the carrying costs associated with the investment in Unit No.
     1 of the South Texas Project.  That ruling followed the Austin
     Court of Appeals decision rendered in August 1992, on a motion
     for rehearing, involving another utility which had been granted
     similar deferred accounting treatment for another nuclear plant.
     In its August decision, the court ruled that Texas law did not
     permit the Utility Commission to allow the utility to place the
     carrying costs associated with the investment in the utility's
     rate base, though the court observed that the Utility Commission
     could allow amortization of such costs.

     The Supreme Court of Texas has granted applications for writ of
     error with respect to the Austin Court of Appeals decision
     regarding Docket Nos. 8230 and 9010. The Supreme Court of Texas
     has also granted applications for writ of error on three other
     decisions by the Austin Court of Appeals regarding deferred
     accounting treatment granted to other utilities by the Utility
     Commission.  The Supreme Court heard oral arguments on these
     appeals on September 13, 1993.  The court has not yet ruled.

 (f) DOCKET NO. 12065.  HL&P is not currently seeking authority to
     change its base rates for electric service, but the Utility
     Commission has authority to initiate a rate proceeding pursuant
     to Section 42 of the Public Utility Regulatory Policy Act (PURA)
     to determine whether existing rates are unjust or unreasonable.
     In 1993, the Utility Commission referred to an administrative law
     judge (ALJ) the complaint of a former employee of HL&P seeking to
     initiate such a proceeding.

     On February 23, 1994, the ALJ concluded that a Section 42
     proceeding should be conducted and that HL&P should file full
     information, testimony and schedules justifying its rates.  The
     ALJ acknowledged that the decision was a close one, and is
     subject to review by the Utility Commission.  However, he
     concluded that information concerning HL&P's financial results as
     of December 1992 indicated that HL&P's adjusted revenues could be
     approximately $62 million (or 2.33% of its adjusted base
     revenues) more than might be authorized in a current rate
     proceeding.  The ALJ's conclusion was based on various accounting
     considerations, including use of a different treatment of federal
     income tax expense than the method utilized in HL&P's last rate
     case.  The ALJ also found that there could be a link between the
     1993 outage at the South Texas Project, the NRC's actions with
     respect to the South Texas Project and possible mismanagement by
     HL&P, which in turn could result in a reduction of HL&P's
     authorized rate of return as a penalty for imprudent management.

     HL&P and the Company believe that the examiner's analysis is
     incorrect, that the South Texas Project has not been imprudently
     managed, and that ordering a Section 42 proceeding at this time
     is unwarranted and unnecessarily expensive and burdensome.  HL&P
     has appealed the ALJ's decision to the Utility Commission.

     If HL&P ultimately is required to respond to a Section 42
     inquiry, it will assert that it remains entitled to rates at
     least at the levels currently authorized.  However, there can be
     no assurance as to the outcome of a Section 42 proceeding if it
     is ultimately authorized, and HL&P's rates could be reduced
     following a hearing.  HL&P believes that any reduction in base
     rates as a result of a Section 42 inquiry would take effect
     prospectively.

     HL&P is also a defendant in a lawsuit filed in a Fort Bend
     County, Texas, district court by the same former HL&P employee
     who originally initiated the Utility Commission complaint
     concerning HL&P's rates.  In that suit, Pace and Scott v. HL&P,
     the former employee contends that HL&P is currently charging
     illegal rates since the rates authorized by the Utility
     Commission do not allocate to ratepayers tax benefits accruing to
     the Company and to HL&P by virtue of the fact that HL&P's federal
     income taxes are paid as part of a consolidated group.  HL&P is
     seeking dismissal of that suit because in Texas exclusive
     jurisdiction to set electric utility rates is vested in
     municipalities and in the Utility Commission, and the courts have
     no jurisdiction to set such rates or to set aside authorized
     rates except through judicial appeals of Utility Commission
     orders in the manner prescribed in applicable law.  Although
     substantial damages have been claimed by the plaintiffs in that
     litigation, HL&P and the Company consider this litigation to be
     wholly without merit, and do not presently believe that it will
     have a material adverse effect on the Company's or HL&P's results
     of operations, though no assurances can be given as to its
     ultimate outcome at this time.

 (g) FUEL RECONCILIATION.  HL&P recovers fuel costs incurred in
     electric generation through a fixed fuel factor that is set by
     the Utility Commission.  The difference between fuel revenues
     billed pursuant to such factor and fuel expense incurred is
     recorded as an addition to or a reduction of revenues, with a
     corresponding entry to under- or over-recovered fuel, as
     appropriate.  Amounts collected pursuant to the fixed fuel factor
     must be reconciled periodically by the Utility Commission against
     actual, reasonable costs as determined by the Utility Commission.
     Any fuel costs which the Utility Commission determines are
     unreasonable in a fuel reconciliation proceeding would not be
     recoverable from customers, and a charge against earnings would
     result.  Under Utility Commission rules, HL&P is required to file
     an application to reconcile those costs in 1994.  Such a filing
     would also be required in conjunction with any rate proceeding
     that may be filed, such as the Section 42 proceeding described in
     Note 10(f).

     Unless filed earlier in conjunction with a rate proceeding, HL&P
     currently anticipates filing its fuel reconciliation application
     in the fourth quarter of 1994 in accordance with a  schedule
     proposed by the Utility Commission staff.  If that schedule is
     approved by the Utility Commission, HL&P anticipates that fuel
     costs through some time in 1994 will be submitted for
     reconciliation.  No hearing would be anticipated in that
     reconciliation proceeding before 1995.

     The schedule for a fuel reconciliation proceeding could be
     affected by the institution of a prudence inquiry concerning the
     outage at the South Texas Project.  The Utility Commission staff
     has indicated a desire to conduct an inquiry into the prudence of
     HL&P's management prior to and during the outage, but it is
     currently unknown what action the Utility Commission will take on
     that request or what the nature and scope of any such proceeding
     would be.  Such an inquiry could also be conducted in connection
     with a rate proceeding under Section 42 of PURA if one is
     instituted by the Utility Commission.

     Through the end of 1993, HL&P had recovered through the fuel
     factor approximately $115 million (including interest) less than
     the amounts expended for fuel, a significant portion of which
     under recovery occurred in 1993 during the outage at the South
     Texas Project.  In any review of costs incurred during the period
     of the 1993 outage at the South Texas Project, it is anticipated
     that other parties will contend that a portion of fuel costs
     incurred should be attributed to imprudence on the part of HL&P
     and thus should be disallowed as unreasonable, with recovery from
     ratepayers denied. Those amounts could be substantial.  HL&P
     intends to defend vigorously against any allegation that its
     actions have been imprudent or that any portion of its costs
     incurred should be judged to be unreasonable, but no prediction
     can be made as to the ultimate outcome of such a proceeding.

(11) DEFERRED PLANT COSTS

     Deferred plant costs were authorized for the South Texas Project
     by the Utility Commission in two contexts.  In the first context,
     or "deferred accounting," the Utility Commission orders permitted
     HL&P, for regulatory purposes, to continue to accrue carrying
     costs in the form of AFUDC (at a 10% rate) on its investment in
     the two units of the South Texas Project until costs of such
     units were reflected in rates (which was July 1990 for
     approximately 72% of Unit No. 1, and May 1991 for the remainder
     of Unit No. 1 and 100% of Unit No. 2) and to defer and capitalize
     depreciation, operation and maintenance, insurance and tax
     expenses associated with such units during the deferral period.
     Accounting standards do not permit the accrual of the equity
     portion of AFUDC for financial reporting purposes under these
     circumstances.  However, in accordance with accounting standards,
     such amounts were utilized to determine the amount of plant cost
     disallowance for financial reporting purposes.

     The deferred expenses and the debt portion of the carrying costs
     associated with the South Texas Project are included on the
     Company's Statements of Consolidated Income in deferred expenses
     and deferred carrying costs, respectively.

     Beginning with the June 1990 order in Docket No. 8425, deferrals
     were permitted in a second context, a "qualified phase-in plan"
     for Unit No. 1 of the South Texas Project.  Accounting standards
     require allowable costs deferred for future recovery under a
     qualified phase-in plan to be capitalized as a deferred charge if
     certain criteria are met.  The qualified phase-in plan as
     approved by the Utility Commission meets these criteria.

     During the period June 1990 through May 15, 1991, HL&P deferred
     depreciation and property taxes related to the 28% of its
     investment in Unit No. 1 of the South Texas Project not reflected
     in the Docket No. 8425 rates and recorded a deferred return on
     that investment as part of the qualified phase-in plan.  Deferred
     return represents the financing costs (equity and debt)
     associated with the qualified phase-in plan.  The deferred
     expenses and deferred return related to the qualified phase-in
     plan are included on the Company's Statements of Consolidated
     Income and HL&P's Statements of Income in deferred expenses and
     deferred return under phase-in plan, respectively.  Under the
     phase-in plan, these accumulated deferrals will be recoverable
     within ten years of the June 1990 order.

     On May 16, 1991, HL&P implemented under bond, in Docket No. 9850,
     a $313 million base rate increase consistent with the terms of
     the settlement.  Accordingly, HL&P ceased all cost deferrals
     related to the South Texas Project and began the recovery of such
     amounts.  These deferrals are being amortized on a straight-line
     basis as allowed by the final order in Docket No. 9850.  The
     amortization of these deferrals totaled $25.8 million for both
     1993 and 1992 and $16.1 million in 1991, and is included on the
     Company's Statements of Consolidated Income and HL&P's Statements
     of Income in depreciation and amortization expense.  See also
     Notes 10(b), 10(c) and 10(e).

     The following table shows the original balance of the deferrals
     and the unamortized balance at December 31, 1993.

                                                      Balance at
                                        Original     December 31,
                                        Balance          1993
                                         (Thousands of Dollars)

  Deferred Accounting: (a)

    Deferred Expenses                  $ 250,151     $ 233,341

    Deferred Carrying Costs on
       Plant Investment                  399,972       373,094
       Total                             650,123       606,435

  Qualified Phase-In Plan: (b)            82,254        58,264

  Total Deferred Plant Cost            $ 732,377     $ 664,699


  (a)  Amortized over the estimated depreciable life of the South
       Texas Project.

  (b)  Amortized over nine years beginning in May 1991.

        As of December 31, 1993, HL&P has recorded deferred income
        taxes of $200.9 million with respect to deferred accounting
        and $14.5 million with respect to the deferrals associated
        with the qualified phase-in plan.

(12) MALAKOFF ELECTRIC GENERATING STATION

        The scheduled in-service dates for the Malakoff Electric
        Generating Station (Malakoff) units were postponed during the
        1980's as expectations of continued strong load growth were
        tempered.  These units have been indefinitely deferred due to
        the availability of other cost effective resource options.  In
        1987, all developmental work was stopped and AFUDC accruals
        ceased.

        Due to the indefinite postponement of the in-service date for
        Malakoff, the engineering design work is no longer considered
        viable.  The costs associated with this engineering design
        work are currently included in rate base and are earning a
        return per the Utility Commission's final order in Docket No.
        8425.  Pursuant to HL&P's determination that such costs will
        have no future value, $84.1 million was reclassified from
        plant held for future use to recoverable project costs as of
        December 31, 1992.  An additional $7.0 million was
        reclassified to recoverable project costs in 1993.
        Amortization of these amounts began in 1993.  Amortization
        amounts will correspond to the amounts being earned as a
        result of the inclusion of such costs in rate base.  The
        Utility Commission's action in allowing treatment of those
        costs as plant held for future use has been challenged in the
        pending appeal of the Utility Commission's final order in
        Docket No. 8425.  Also, recovery of such Malakoff costs may be
        addressed if rate proceedings are initiated such as that
        proposed under Section 42 of PURA.  See Notes 10(b) and 10(f)
        for a discussion of these respective proceedings.

        In June 1990, HL&P purchased from its then fuel supply
        affiliate, Utility Fuels, all of Utility Fuels' interest in
        the lignite reserves and lignite handling facilities for
        Malakoff.  The purchase price was $138.2 million, which
        represented the net book value of Utility Fuels' investment in
        such reserves and facilities.  As part of the June 1990 rate
        order (Docket No. 8425), the Utility Commission ordered that
        issues related to the prudence of the amounts invested in the
        lignite reserves be considered in HL&P's next general rate
        case which was filed in November 1990 (Docket No. 9850).
        However, under the October 1991 Utility Commission order in
        Docket No. 9850, this determination was postponed to a
        subsequent docket.

        HL&P's remaining investment in Malakoff through December 31,
        1993 of $167 million, consisting primarily of lignite reserves
        and land, is included on the Company's Consolidated and HL&P's
        Balance Sheets in plant held for future use.  For the 1994-
        1996 period, HL&P anticipates $14 million of expenditures
        relating to lignite reserves, primarily to keep lignite leases
        and other related agreements in effect.
                                                         EXHIBIT 99(b)
ITEM 3. LEGAL PROCEEDINGS.

     For a description of certain legal and regulatory proceedings
affecting the Company and its subsidiaries, see Notes 9 through 12 to
the Company's Consolidated and HL&P's Financial Statements in Item 8
of this Report, which notes are incorporated herein by reference.

     In August 1993, HL&P entered into a Consent Agreement with the
EPA that resolved three Administrative Orders issued by the EPA in
1991 and 1992 regarding alleged violations of certain provisions of
the Clean Water Act at Limestone during the period 1989 through 1992.
Pursuant to the Consent Agreement, HL&P, while neither admitting nor
denying the allegations contained in the complaint, agreed to pay the
EPA $87,500.  On August 29, 1991, the EPA issued an Administrative
Order related to alleged noncompliance at W. A. Parish.  HL&P has
taken action to address the issues cited by the EPA and believes them
to be substantially resolved at this time.

     From time to time, HL&P sells equipment and material it no longer
requires for its business.  In the past, some purchasers may have
improperly handled the material, principally through improper disposal
of oils containing PCBs used in older transformers.  Claims have been
asserted against HL&P for clean-up of environmental contamination as
well as for personal injury and property damages resulting from the
purchasers' alleged improper activities.  Although HL&P has disputed
its responsibility for the actions of such purchasers, HL&P has, in
some cases, participated in or contributed to the remediation of those
sites.  Such undertakings in the past have not required material
expenditures by HL&P.  In 1990, HL&P, together with other companies,
participated in the clean-up of one such site.  Three suits have been
brought against HL&P and a number of other parties for personal injury
and property damages in connection with that site and its cleanup.  In
two of the cases, Dumes, et al. vs. Houston Lighting & Power Company,
et al., pending in the United States District Court for the Southern
District of Texas, Corpus Christi Division, and Trevino, et al. vs.
Houston Lighting & Power Company, et al., pending before the 117th
District Court of Nueces County, Texas, landowners near the site are
seeking damages primarily for lead contamination to their property.  A
third lawsuit, Holland vs. Central Power and Light Company, et al.,
involving an allegation of exposure to PCBs disposed of at the site,
was dismissed pursuant to a settlement agreement entered into by the
parties in July 1993.  The terms of the settlement were not material.
In all these cases, HL&P has disputed its responsibility for the
actions of the disposal site operator and whether injuries or damages
occurred.  In addition, Gulf States has filed suit in the United
States District Court for the Southern District of Texas, Houston
Division, against HL&P and two other utilities concerning another site
in Houston, Texas, which allegedly has been contaminated by PCBs and
which Gulf States has undertaken to remediate pursuant to an EPA
order.  Gulf States seeks contribution from HL&P and the other
utilities for Gulf States' remediation costs.  HL&P does not currently
believe that it has any responsibility for that site, and HL&P has not
been determined by the EPA to be a responsible party for that site.
Discovery is underway in all these pending cases and, although their
ultimate outcomes cannot be predicted at this time, HL&P and the
Company believe, based on information currently available, that none
of these cases will result in a material adverse effect on the
Company's or HL&P's financial condition or results of operations.

     For information with respect to the EPA's identification of HL&P
as a "potentially responsible party" for remediation of a CERCLA site
adjacent to one of HL&P's transmission lines in Harris County, see
"Liquidity and Capital Resources - HL&P - Environmental Expenditures"
in Item 7 of this Report, which information is incorporated herein by
reference.

     HL&P and the other owners of the South Texas Project have filed
suit against Westinghouse in the District Court for Matagorda County,
Texas (Cause No. 90-S-0684-C), alleging breach of warranty and
misrepresentation in connection with the steam generators supplied by
Westinghouse for the South Texas Project.  In recent years, other
utilities have encountered stress corrosion cracking in steam
generator tubes in Westinghouse units similar to those supplied for
the South Texas Project.  Failure of such tubes can result in a
reduction of plant efficiency, and, in some cases, utilities have
replaced their steam generators. During an inspection concluded in the
fall of 1993,  evidence was found of stress corrosion cracking
consistent with that encountered with Westinghouse steam generators at
other facilities, and a small number of tubes were found to require
plugging.  To date, stress corrosion cracking has not had a
significant impact on operation of either unit; however,  the owners
of the South Texas Project have approved remedial operating plans and
have undertaken expenditures to minimize and delay further corrosion.
The litigation, which is in discovery, seeks appropriate damages and
other relief from Westinghouse and is currently scheduled for trial in
the fall of 1994.  No prediction can be made as to the ultimate
outcome of that litigation.

                                                         EXHIBIT 99(c)
                      PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

               For a description of legal proceedings affecting the
          Company and its subsidiaries, including HL&P, reference is
          made to the information set forth in Item 3 of the 1993
          Combined Form 10-K and Notes 9, 10 and 11 to the Company's
          Consolidated and HL&P's Financial Statements in Item 8 of
          the 1993 Combined Form 10-K, which information, as qualified
          and updated by the description of developments in regulatory
          and litigation matters contained in Notes 10, 11 and 12 of
          the Notes to the Company's Consolidated and HL&P's Financial
          Statements included in Part I of this Form 10-Q, is
          incorporated herein by reference.

               In April 1994, two former employees of HL&P filed a
          lawsuit against the Company, HL&P and certain executive
          officers and directors of the Company and HL&P.  In this
          lawsuit (PACE AND FUENTEZ V. THE COMPANY, HL&P, ET AL.), the
          former employees alleged that certain officers and directors
          of the Company and HL&P had engaged in various acts of
          mismanagement.  The lawsuit, which purports to have been
          filed as a class action and shareholder derivative suit on
          behalf of all shareholders of the Company, is pending in the
          212th Judicial District Court of Galveston County, Texas.
          Management believes that the suit is without merit.

               In April 1994, the state district judge of the 268th
          Judicial District Court, Fort Bend County, Texas, dismissed
          for lack of subject matter jurisdiction a suit (PACE AND
          SCOTT V. HL&P) filed by two former employees of HL&P, who
          alleged that HL&P was charging illegal rates.  The claim was
          based on the argument that the Utility Commission had failed
          to allocate to ratepayers the alleged tax benefits accruing
          to the Company and HL&P by virtue of the fact that HL&P's
          federal income taxes are paid as part of a consolidated
          group.

               In March 1994, the United States District Court for the
          Southern District of Texas granted summary judgment in favor
          of the Company and HL&P and dismissed a lawsuit filed by
          former HL&P employees who claimed that their employment had
          been terminated in violation of the WORKER ADJUSTMENT AND
          RETRAINING NOTIFICATION ACT (WARN). In a separate order,
          another judge of the United States District Court for the
          Southern District of Texas granted summary judgment in favor
          of the Company and HL&P on the validity of releases executed
          by most of the employees who had been terminated in the 1992
          reduction which gave rise to the claims under the WARN Act. The
          question of the validity of those releases in the WARN Act case
          and in other pending cases involving that staff reduction was
          consolidated for decision. Notices of appeal to the United States
          Court of Appeals for the Fifth Circuit have been filed from both
          decisions. Other legal proceedings, which the Company and HL&P
          believe to be immaterial and without merit, have been filed by
          former employees of HL&P seeking damages alleged to have been
          caused by that staff reduction. Although there can be no assurance
          that additional proceedings asserting labor related claims will not
          be filed, the Company and HL&P believe that the resolution
          of these claims will not have a material adverse effect on
          the Company's or HL&P's results of operations.

                                                                    EXHIBIT 12

                     HOUSTON LIGHTING & POWER COMPANY
          COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND
        RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS
                          (THOUSANDS OF DOLLARS)
Six Twelve Months Ended Months Ended June 30, 1994 June 30, 1994 Fixed Charges as Defined: (1) Interest on Long-Term Debt............................................ $ 123,399 $ 258,991 (2) Other Interest........................................................ 4,749 8,045 (3) Amortization of (Premium) Discount.............................................................. 4,241 8,149 (4) Interest Component of Rentals Charged to Operating Expense.......................................... 1,909 4,151 ---------- ---------- (5) Total Fixed Charges................................................... $ 134,298 $ 279,336 ========== ========== Earnings as Defined: (6) Net Income............................................................ $ 200,840 $ 529,791 (7) Cumulative Effect of Change in Accounting for Postemployment Benefits.............................................................. 8,200 8,200 ---------- ---------- (8) Income Before Cumulative Effect of Change in Accounting for Postemployment Benefits............................................... 209,040 537,991 ---------- ---------- Federal Income Taxes: (9) Current............................................................... 76,761 138,469 (10) Deferred (Net)........................................................ 27,407 139,032 (11) Cumulative Effect of Change in Accounting for Postemployment Benefits.............................................................. 4,415 4,415 ---------- ---------- (12) Total Federal Income Taxes Before Cumulative Effect of Change in Accounting for Postemployment Benefits............................................... 108,583 281,916 ---------- ---------- (13) Fixed Charges (line 5)................................................ 134,298 279,336 ---------- ---------- (14) Earnings Before Income Taxes and Fixed Charges (line 8 plus line 12 plus line 13)................................................. $ 451,921 $1,099,243 ========== ========== Ratio of Earnings to Fixed Charges (line 14 divided by line 5)........................................... 3.37 3.94 Preferred Dividends Requirements: (15) Preferred Dividends .................................................. $ 16,676 $ 33,214 (16) Less Tax Deduction for Preferred Dividends............................................................. 27 54 ---------- ---------- (17) Total ................................................................ 16,649 33,160 (18) Ratio of Pre-Tax Income to Net Income (line 8 plus line 12 divided by line 8).................................................... 1.52 1.52 ---------- ---------- (19) Line 17 times line 18................................................. 25,306 50,403 (20) Add Tax Deduction for Preferred Dividends (line 16)................................................... 27 54 ---------- ---------- (21) Preferred Dividends Factor............................................ $ 25,333 $ 50,457 ========== ========== (22) Fixed Charges (line 5)................................................ $ 134,298 $ 279,336 (23) Preferred Dividends Factor (line 21)............................................................. 25,333 50,457 ---------- ---------- (24) Total ................................................................ $ 159,631 $ 329,793 ========== ========== Ratio of Earnings to Fixed Charges and Preferred Dividends (line 14 divided by line 24)............................................... 2.83 3.33