<PAGE>   1


   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 1994
                                                         REGISTRATION NO. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                                              
                              --------------------
                                    
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under                                     
                           THE SECURITIES ACT OF 1933
                                                              
                              --------------------

                        HOUSTON INDUSTRIES INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

            Texas                   5 Post Oak Park             74-1885573 
(State or Other Jurisdiction of  4400 Post Oak Parkway       (I.R.S. Employer
Incorporation or Organization)      Houston, Texas          Identification No.) 
                       (Address of Principal Executive Offices)
                                        77027
                                      (Zip Code)
                                --------------------  

   1994 HOUSTON INDUSTRIES INCORPORATED LONG-TERM INCENTIVE COMPENSATION PLAN
                            (Full Title of the Plan)
                                                              

                               WILLIAM A. CROPPER
                          Vice President and Treasurer
                        Houston Industries Incorporated
                                5 Post Oak Park
                             4400 Post Oak Parkway
                             Houston, Texas   77027
                    (Name and Address of Agent for Service)

                     Telephone Number, Including Area Code,
                             of Agent for Service:
                                 (713) 629-3000

                        CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                                                   Proposed        
 Title of                                         Proposed          Maximum        Amount
Securities                      Amount            Maximum          Aggregate         of
   to be                         to be         Offering Price      Offering      Registration
Registered                    Registered       Per Share(2)        Price(2)          Fee(3)
- ---------------------------------------------------------------------------------------------
 <S>                             <C>            <C>                 <C>          <C>
 Common Stock, without
    par value (1)  . . . . . .   2,000,000      $88,000,000         $44.00       $30,345.04
</TABLE>
================================================================================
                                                                   
(1)      Includes preference stock purchase rights of one Right per share
         associated with the Common Stock.
(2)      Estimated in accordance with Rule 457(c) solely for the purpose of
         calculating the registration fee and based upon the average of the
         high and low prices reported on the New York Stock Exchange Composite
         Tape on February 10, 1994.
(3)      As no separate consideration is payable for the Rights, the
         registration fee for such securities is included in the fee for the
         Common Stock.
================================================================================
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         NOTE:  THE DOCUMENT(S) CONTAINING THE EMPLOYEE BENEFIT PLAN
INFORMATION REQUIRED BY ITEM 1 OF FORM S-8 AND THE STATEMENT OF AVAILABILITY OF
REGISTRANT INFORMATION AND ANY OTHER INFORMATION REQUIRED BY ITEM 2 OF FORM S-8
WILL BE SENT OR GIVEN TO EMPLOYEES AS SPECIFIED BY RULE 428 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").  IN ACCORDANCE WITH
RULE 428 AND THE REQUIREMENTS OF PART I OF FORM S-8, SUCH DOCUMENTS ARE NOT
BEING FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
EITHER AS PART OF THIS REGISTRATION STATEMENT OR AS PROSPECTUSES OR PROSPECTUS
SUPPLEMENTS PURSUANT TO RULE 424 UNDER THE SECURITIES ACT.  THE REGISTRANT
SHALL MAINTAIN A FILE OF SUCH DOCUMENTS IN ACCORDANCE WITH THE PROVISIONS OF
RULE 428.  UPON REQUEST, THE REGISTRANT SHALL FURNISH TO THE COMMISSION OR ITS
STAFF A COPY OR COPIES OF ALL OF THE DOCUMENTS INCLUDED IN SUCH FILE.





<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         This registration statement incorporates herein by reference the
following documents which have been filed (File No.  1-7629) with the
Commission by Houston Industries Incorporated (the "Company") pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act"):

                 1.       The Company's Annual Report on Form 10-K for the year
         ended December 31, 1992;

                 2.       The Company's Quarterly Reports on Form 10-Q for the
         quarters ended March 31, 1993, June 30, 1993 and September 30, 1993;

                 3.       The Company's Current Reports on Form 8-K dated March
         10, 1993, June 17, 1993, June 25, 1993 and July 1, 1993;

                 4.       The description of Common Stock contained in the
         Company's Registration Statement on Form 8-A dated January 14, 1977,
         as amended by Form 8 dated July 14, 1986; and

                 5.       The description of the preference stock purchase
         rights associated with the Common Stock contained in the Company's
         Registration Statement on Form 8-A dated July 16, 1990.

Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents.

Any statement incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.


ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article 2.02.A.(16) and Article 2.02-1 of the Texas Business
Corporation Act and Article V of the Company's Amended and Restated Bylaws
provide the Company with broad powers and authority to indemnify its directors
and officers and to purchase and maintain insurance for such purposes.
Pursuant to such statutory





                                      II-1
<PAGE>   4
and Bylaw provisions, the Company has purchased insurance against certain costs
of indemnification that may be incurred by it and by its officers and
directors.

         Additionally, Article IX of the Company's Restated Articles of
Incorporation provides that a director of the Company is not liable to the
Company or its shareholders for monetary damages for any act or omission in the
director's capacity as director, except that Article IX does not eliminate or
limit the liability of a director for (i) breaches of his duty of loyalty to
the Company and its shareholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law, (iii)
transactions from which a director receives an improper benefit, irrespective
of whether the benefit resulted from an action taken within the scope of the
director's office, (iv) acts or omissions for which liability is specifically
provided for by statute and (v) acts relating to unlawful stock repurchases or
payments of dividends.

         Article IX also provides that any subsequent amendments to Texas
statutes that further limit the liability of directors will inure to the
benefit of the directors, without any further action by shareholders.  Any
repeal or modification of Article IX shall not adversely affect any right of
protection of a director of the Company existing at the time of the repeal or
modification.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.


ITEM 8.  EXHIBITS

         The following documents are filed as a part of this registration
statement or incorporated by reference herein:

<TABLE>
<CAPTION>
                                                                Report or        SEC File or
  Exhibit                                                      Registration      Registration     Exhibit
     No.                         Description                    Statement           Number       Reference
  -------                        -----------                    ---------           ------       ---------
      
    <S>     <C>    <C>                                      <C>                     <C>           <C>
    4.1*    --     Restated  Articles of    Incorporation   Form 10-Q for the       1-7629           3
                   of the Company.                          quarter     ended
                                                            June 30, 1993
    4.2*    --     Amended  and  Restated Bylaws  of  the   Form   8-K  dated       1-7629           3
                   Company.                                 June 29, 1992

    4.3*    --     Rights  Agreement dated  July 11, 1990   Form   8-K  dated       1-7629        4(a)(1)
                   between   the   Company   and    Texas   July 11, 1990
                   Commerce  Bank  National  Association,
                   as  Rights Agent (Rights Agent), which
                   includes   form   of   Statement    of
                   Resolution   Establishing   Series  of
                   Shares designated Series A  Preference
                   Stock and form of Rights Certificate.

    4.4*    --     Agreement  and  Appointment  of  Agent   Form   8-K  dated       1-7629        4(a)(2)
                   dated as of July 11,  1990 between the   July 11, 1990
                   Company and the Rights Agent.
</TABLE>
                                 II-2
    


<PAGE>   5
    
<TABLE> 
<S>         <C>    <C>
    4.5     --     1994  Houston  Industries Incorporated
                   Long-Term    Incentive    Compensation
                   Plan.

    5       --     Opinion of Baker & Botts, L.L.P.
   23.1     --     Consent of Deloitte & Touche.

   23.2     --     Consent   of  Baker  &  Botts,  L.L.P.
                   (included in Exhibit 5).

   24       --     Powers of Attorney.

</TABLE>
                          

*        Incorporated herein by reference as indicated.


ITEM 9.  UNDERTAKINGS

         (a)     The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement:

                          (i)     To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of the registration
                 statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in the
                 registration statement;

                          (iii)   To include any material information with
                 respect to the plan of distribution not previously disclosed
                 in the registration statement or any material change to such
                 information in the registration statement;

         provided, however, that the undertakings set forth in paragraphs (i)
         and (ii) above do not apply if the information required to be included
         in a post-effective amendment by those paragraphs is contained in
         periodic reports filed by the registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference
         in the registration statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this registration statement





                                II-3
<PAGE>   6
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.





                                    II-4
<PAGE>   7
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on February 15, 1994.

                                                 HOUSTON INDUSTRIES INCORPORATED



                                                  By    /s/ Don D. Jordan 
                                                  _____________________________
                                                   (Don D. Jordan, Chairman and
                                                      Chief Executive Officer)

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

                                                         
<TABLE>
<CAPTION>
         Signature                Title                              Date
         ---------                -----                              ----
<S>                        <C>                                  <C>
    /s/ Don D. Jordan         Chairman and Chief Executive      February 15, 1994
- ------------------------         Officer and Director                             
       (Don D. Jordan)      (Principal Executive Officer and
                             Financial Officer and Director)

/s/ Mary P. Ricciardello        Comptroller (Principal          February 15, 1994
- ------------------------         Accounting Officer)                         
 (Mary P. Ricciardello)
                                              


* MILTON CARROLL, JOHN T. 
CATER, ROBERT J. CRUIKSHANK, 
LINNET F. DEILY, JOSEPH M. 
HENDRIE, HOWARD W. HORNE, 
THOMAS B. McDADE, ALEXANDER F.        Directors                  February 15, 1994
SCHILT, KENNETH L. SCHNITZER, 
SR., D. D. SYKORA, JACK T. 
TROTTER, BERTRAM WOLFE



* By   /s/  Hugh Rice Kelly          
- ----------------------------------
(Hugh Rice Kelly, Attorney-in-Fact)

</TABLE>




                                   II-5
<PAGE>   8
                              INDEX TO EXHIBITS
    
<TABLE> 
<S>         <C>    <C>
    4.5     --     1994  Houston  Industries Incorporated
                   Long-Term    Incentive    Compensation
                   Plan.

    5       --     Opinion of Baker & Botts, L.L.P.
   23.1     --     Consent of Deloitte & Touche.

   23.2     --     Consent   of  Baker  &  Botts,  L.L.P.
                   (included in Exhibit 5).

   24       --     Powers of Attorney.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF HOUSTON INDUSTRIES", "secsgml_size_bytes": 18463}]
{"company-data": {"conformed-name": "HOUSTON INDUSTRIES INC", "cik": "0000202131", "assigned-sic": "4911", "irs-number": "741885573", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52279", "film-number": "94509019"}, "business-address": {"street1": "4400 POST OAK PKWY", "street2": "5 POST OAK PK", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7136293000"}, "mail-address": {"street1": "P O BOX 4567", "city": "HOUSTON", "state": "TX", "zip": "77210"}}
1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 1994
                                                         REGISTRATION NO. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                                              
                              --------------------
                                    
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under                                     
                           THE SECURITIES ACT OF 1933
                                                              
                              --------------------

                        HOUSTON INDUSTRIES INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

            Texas                   5 Post Oak Park             74-1885573 
(State or Other Jurisdiction of  4400 Post Oak Parkway       (I.R.S. Employer
Incorporation or Organization)      Houston, Texas          Identification No.) 
                       (Address of Principal Executive Offices)
                                        77027
                                      (Zip Code)
                                --------------------  

   1994 HOUSTON INDUSTRIES INCORPORATED LONG-TERM INCENTIVE COMPENSATION PLAN
                            (Full Title of the Plan)
                                                              

                               WILLIAM A. CROPPER
                          Vice President and Treasurer
                        Houston Industries Incorporated
                                5 Post Oak Park
                             4400 Post Oak Parkway
                             Houston, Texas   77027
                    (Name and Address of Agent for Service)

                     Telephone Number, Including Area Code,
                             of Agent for Service:
                                 (713) 629-3000

                        CALCULATION OF REGISTRATION FEE
================================================================================
Proposed        
 Title of                                         Proposed          Maximum        Amount
Securities                      Amount            Maximum          Aggregate         of
   to be                         to be         Offering Price      Offering      Registration
Registered                    Registered       Per Share(2)        Price(2)          Fee(3)
- ---------------------------------------------------------------------------------------------
Common Stock, without
    par value (1)  . . . . . .   2,000,000      $88,000,000         $44.00       $30,345.04
================================================================================
                                                                   
(1)      Includes preference stock purchase rights of one Right per share
         associated with the Common Stock.
(2)      Estimated in accordance with Rule 457(c) solely for the purpose of
         calculating the registration fee and based upon the average of the
         high and low prices reported on the New York Stock Exchange Composite
         Tape on February 10, 1994.
(3)      As no separate consideration is payable for the Rights, the
         registration fee for such securities is included in the fee for the
         Common Stock.
================================================================================
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         NOTE:  THE DOCUMENT(S) CONTAINING THE EMPLOYEE BENEFIT PLAN
INFORMATION REQUIRED BY ITEM 1 OF FORM S-8 AND THE STATEMENT OF AVAILABILITY OF
REGISTRANT INFORMATION AND ANY OTHER INFORMATION REQUIRED BY ITEM 2 OF FORM S-8
WILL BE SENT OR GIVEN TO EMPLOYEES AS SPECIFIED BY RULE 428 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").  IN ACCORDANCE WITH
RULE 428 AND THE REQUIREMENTS OF PART I OF FORM S-8, SUCH DOCUMENTS ARE NOT
BEING FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
EITHER AS PART OF THIS REGISTRATION STATEMENT OR AS PROSPECTUSES OR PROSPECTUS
SUPPLEMENTS PURSUANT TO RULE 424 UNDER THE SECURITIES ACT.  THE REGISTRANT
SHALL MAINTAIN A FILE OF SUCH DOCUMENTS IN ACCORDANCE WITH THE PROVISIONS OF
RULE 428.  UPON REQUEST, THE REGISTRANT SHALL FURNISH TO THE COMMISSION OR ITS
STAFF A COPY OR COPIES OF ALL OF THE DOCUMENTS INCLUDED IN SUCH FILE.
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         This registration statement incorporates herein by reference the
following documents which have been filed (File No.  1-7629) with the
Commission by Houston Industries Incorporated (the "Company") pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act"):

                 1.       The Company's Annual Report on Form 10-K for the year
         ended December 31, 1992;

                 2.       The Company's Quarterly Reports on Form 10-Q for the
         quarters ended March 31, 1993, June 30, 1993 and September 30, 1993;

                 3.       The Company's Current Reports on Form 8-K dated March
         10, 1993, June 17, 1993, June 25, 1993 and July 1, 1993;

                 4.       The description of Common Stock contained in the
         Company's Registration Statement on Form 8-A dated January 14, 1977,
         as amended by Form 8 dated July 14, 1986; and

                 5.       The description of the preference stock purchase
         rights associated with the Common Stock contained in the Company's
         Registration Statement on Form 8-A dated July 16, 1990.

Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents.

Any statement incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article 2.02.A.(16) and Article 2.02-1 of the Texas Business
Corporation Act and Article V of the Company's Amended and Restated Bylaws
provide the Company with broad powers and authority to indemnify its directors
and officers and to purchase and maintain insurance for such purposes.
Pursuant to such statutory

                                      II-1
4
and Bylaw provisions, the Company has purchased insurance against certain costs
of indemnification that may be incurred by it and by its officers and
directors.

         Additionally, Article IX of the Company's Restated Articles of
Incorporation provides that a director of the Company is not liable to the
Company or its shareholders for monetary damages for any act or omission in the
director's capacity as director, except that Article IX does not eliminate or
limit the liability of a director for (i) breaches of his duty of loyalty to
the Company and its shareholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law, (iii)
transactions from which a director receives an improper benefit, irrespective
of whether the benefit resulted from an action taken within the scope of the
director's office, (iv) acts or omissions for which liability is specifically
provided for by statute and (v) acts relating to unlawful stock repurchases or
payments of dividends.

         Article IX also provides that any subsequent amendments to Texas
statutes that further limit the liability of directors will inure to the
benefit of the directors, without any further action by shareholders.  Any
repeal or modification of Article IX shall not adversely affect any right of
protection of a director of the Company existing at the time of the repeal or
modification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         The following documents are filed as a part of this registration
statement or incorporated by reference herein:
Report or        SEC File or
  Exhibit                                                      Registration      Registration     Exhibit
     No.                         Description                    Statement           Number       Reference
  -------                        -----------                    ---------           ------       ---------
4.1*    --     Restated  Articles of    Incorporation   Form 10-Q for the       1-7629           3
                   of the Company.                          quarter     ended
                                                            June 30, 1993
    4.2*    --     Amended  and  Restated Bylaws  of  the   Form   8-K  dated       1-7629           3
                   Company.                                 June 29, 1992

    4.3*    --     Rights  Agreement dated  July 11, 1990   Form   8-K  dated       1-7629        4(a)(1)
                   between   the   Company   and    Texas   July 11, 1990
                   Commerce  Bank  National  Association,
                   as  Rights Agent (Rights Agent), which
                   includes   form   of   Statement    of
                   Resolution   Establishing   Series  of
                   Shares designated Series A  Preference
                   Stock and form of Rights Certificate.

    4.4*    --     Agreement  and  Appointment  of  Agent   Form   8-K  dated       1-7629        4(a)(2)
                   dated as of July 11,  1990 between the   July 11, 1990
                   Company and the Rights Agent.
II-2
5
4.5     --     1994  Houston  Industries Incorporated
                   Long-Term    Incentive    Compensation
                   Plan.

    5       --     Opinion of Baker & Botts, L.L.P.
   23.1     --     Consent of Deloitte & Touche.

   23.2     --     Consent   of  Baker  &  Botts,  L.L.P.
                   (included in Exhibit 5).

   24       --     Powers of Attorney.
*        Incorporated herein by reference as indicated.

ITEM 9.  UNDERTAKINGS

         (a)     The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement:

                          (i)     To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of the registration
                 statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in the
                 registration statement;

                          (iii)   To include any material information with
                 respect to the plan of distribution not previously disclosed
                 in the registration statement or any material change to such
                 information in the registration statement;

         provided, however, that the undertakings set forth in paragraphs (i)
         and (ii) above do not apply if the information required to be included
         in a post-effective amendment by those paragraphs is contained in
         periodic reports filed by the registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference
         in the registration statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this registration statement

                                II-3
6
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                    II-4
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on February 15, 1994.

                                                 HOUSTON INDUSTRIES INCORPORATED

                                                  By    /s/ Don D. Jordan 
                                                  _____________________________
                                                   (Don D. Jordan, Chairman and
                                                      Chief Executive Officer)

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                Title                              Date
         ---------                -----                              ----
/s/ Don D. Jordan         Chairman and Chief Executive      February 15, 1994
- ------------------------         Officer and Director                             
       (Don D. Jordan)      (Principal Executive Officer and
                             Financial Officer and Director)

/s/ Mary P. Ricciardello        Comptroller (Principal          February 15, 1994
- ------------------------         Accounting Officer)                         
 (Mary P. Ricciardello)
                                              

* MILTON CARROLL, JOHN T. 
CATER, ROBERT J. CRUIKSHANK, 
LINNET F. DEILY, JOSEPH M. 
HENDRIE, HOWARD W. HORNE, 
THOMAS B. McDADE, ALEXANDER F.        Directors                  February 15, 1994
SCHILT, KENNETH L. SCHNITZER, 
SR., D. D. SYKORA, JACK T. 
TROTTER, BERTRAM WOLFE

* By   /s/  Hugh Rice Kelly          
- ----------------------------------
(Hugh Rice Kelly, Attorney-in-Fact)
II-5
8
                              INDEX TO EXHIBITS
4.5     --     1994  Houston  Industries Incorporated
                   Long-Term    Incentive    Compensation
                   Plan.

    5       --     Opinion of Baker & Botts, L.L.P.
   23.1     --     Consent of Deloitte & Touche.

   23.2     --     Consent   of  Baker  &  Botts,  L.L.P.
                   (included in Exhibit 5).

   24       --     Powers of Attorney.