<PAGE>   1
      As filed with the Securities and Exchange Commission on May __, 1996
                                                 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                                                 74-1885573
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

           1111 LOUISIANA                                           77002
           HOUSTON, TEXAS                                         (Zip Code)
(Address of Principal Executive Offices)                             

                                ---------------

                        HOUSTON INDUSTRIES INCORPORATED
                        STOCK PLAN FOR OUTSIDE DIRECTORS
                            (Full Title of the Plan)  

                                ---------------

                                HUGH RICE KELLY
       SENIOR VICE PRESIDENT, GENERAL COUNSEL, AND CORPORATE SECRETARY
                        HOUSTON INDUSTRIES INCORPORATED
                                 1111 LOUISIANA
                             HOUSTON, TEXAS  77002
                    (Name and Address of Agent for Service)

                                 (713) 207-3000
         (Telephone Number, including Area Code, of Agent for Service)


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================
                                                                                 Proposed
            Title of                  Amount           Proposed Maximum          Maximum             Amount of
        Securities to be               to be          Offering Price Per        Aggregate          Registration
           Registered               Registered            Share (2)              Offering             Fee (3)
                                                                                Price (2)
- ---------------------------------------------------------------------------------------------------------------
 <S>                                <C>                    <C>                 <C>                   <C>
 Common Stock, without
    par value (1) . . . . .         100,000 shares         $22.75              $2,275,000            $784.49
===============================================================================================================
</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 sales prices reported on the New York Stock Exchange
         Composite Tape on May 17, 1996.
(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 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 PARTICIPATING DIRECTORS 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.




                                     I-2
<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 (the "Exchange Act"):

                 1.  The Company's Annual Report on Form 10-K for the year
         ended December 31, 1995;

                 2.  The Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1996; and

                 3.  The descriptions of each of (a) the Common Stock, which is
         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 (b)
         the Company's Rights to Purchase Preference Stock, which is contained
         in the Company's Registration Statement on Form 8-A dated July 16,
         1990.

All documents filed with the Commission 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 to
this registration statement which indicates that all securities offered hereby
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 contained herein or 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 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.





                                      II-1
<PAGE>   4
         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 such Director's 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 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
Number                       Description                         Statement             Number       Reference
- -------                      -----------                       ------------         ------------    ---------
<S>             <C>                                          <C>                       <C>            <C>
4.1*            Restated Articles of Incorporation of        Form 10-Q for the         1-7629            3
                the Company.                                 quarter ended      
                                                             June 30, 1993

4.2*            Rights Agreement dated July 11, 1990         Form 8-K dated            1-7629         4(a)(1)
                between the Company and Texas Commerce       July 11, 1990
                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.

4.3*            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.

4.4             Houston Industries Incorporated
                Stock Plan for Outside Directors.

 5              Opinion of Baker & Botts, L.L.P.
</TABLE>




                                     II-2
<PAGE>   5
<TABLE>
<S>             <C>                                          <C>                       <C>            <C>
23.1            Consent of Deloitte & Touche LLP

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;

                          (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, 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, 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 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.





                                      II-3
<PAGE>   6
         (c)  Insofar as indemnification for liabilities arising under the
Securities Act 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, 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 or Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on May 22, 1996.


                                        HOUSTON INDUSTRIES INCORPORATED



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


                 Pursuant to the requirements of the Securities Act, this
Registration Statement or Amendment 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             May 22, 1996
- ---------------------------------------------     Officer and Director                                 
               (Don D. Jordan)                    (Principal Executive Officer
                                                  and Director)               
                                                                              


          /s/ Stephen W. Naeve                    Senior Vice President and                May 22, 1996
- ---------------------------------------           Chief Financial Officer                              
           (Stephen W. Naeve)                     (Principal Financial Officer)
                                                                               


          /s/ Mary P. Ricciardello                Vice President and Comptroller           May 22, 1996
- ------------------------------------------        (Principal Accounting Officer)                       
          (Mary P. Ricciardello)                                                


*JAMES A. BAKER III, RICHARD E.
BALZHISER, MILTON CARROLL, JOHN
T. CATER, ROBERT J. CRUIKSHANK,
LINNET F. DEILY, LEE W. HOGAN,                              Directors                      May 22, 1996
HOWARD W. HORNE, R. STEVE
LETBETTER, ALEXANDER F. SCHILT,
KENNETH L. SCHNITZER, SR., 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>
<CAPTION>
                                                      Report or            SEC File or
Exhibit                                              Registration          Registration     Exhibit
Number                                               Description            Statement       Number       Reference
- -------                                              ------------          ------------     -------      ---------
<S>               <C>                                 <C>                     <C>           <C>
4.1*              Restated Articles of                Form 10-Q for           1-7629           3
                  Incorporation of the                the quarter
                  Company.                            ended June 30,
                                                      1993

4.2*              Rights Agreement dated July         Form 8-K dated          1-7629        4(a)(1)
                  11, 1990 between the Company        July 11, 1990
                  and Texas 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.

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

 4.4              Houston Industries
                  Incorporated Stock Plan for
                  Outside Directors.

  5               Opinion of Baker & Botts,
                  L.L.P.

23.1              Consent of Deloitte & Touche
                  LLP

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

 24               Powers of Attorney.                                         
</TABLE>
- --------------                                                                 

*Incorporated herein by reference as indicated.





                                     II-6
[{"type": "S-8", "sequence": "1", "description": "HOUSTON INDUSTRIES INCORPORATED - FORM S-8", "secsgml_size_bytes": 20688}]
{"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": "333-04411", "film-number": "96571804"}, "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 May __, 1996
                                                 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                                                 74-1885573
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

           1111 LOUISIANA                                           77002
           HOUSTON, TEXAS                                         (Zip Code)
(Address of Principal Executive Offices)                             

                                ---------------

                        HOUSTON INDUSTRIES INCORPORATED
                        STOCK PLAN FOR OUTSIDE DIRECTORS
                            (Full Title of the Plan)  

                                ---------------

                                HUGH RICE KELLY
       SENIOR VICE PRESIDENT, GENERAL COUNSEL, AND CORPORATE SECRETARY
                        HOUSTON INDUSTRIES INCORPORATED
                                 1111 LOUISIANA
                             HOUSTON, TEXAS  77002
                    (Name and Address of Agent for Service)

                                 (713) 207-3000
         (Telephone Number, including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                                                 Proposed
            Title of                  Amount           Proposed Maximum          Maximum             Amount of
        Securities to be               to be          Offering Price Per        Aggregate          Registration
           Registered               Registered            Share (2)              Offering             Fee (3)
                                                                                Price (2)
- ---------------------------------------------------------------------------------------------------------------
Common Stock, without
    par value (1) . . . . .         100,000 shares         $22.75              $2,275,000            $784.49
===============================================================================================================
(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 sales prices reported on the New York Stock Exchange
         Composite Tape on May 17, 1996.
(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 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 PARTICIPATING DIRECTORS 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.

                                     I-2
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 (the "Exchange Act"):

                 1.  The Company's Annual Report on Form 10-K for the year
         ended December 31, 1995;

                 2.  The Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1996; and

                 3.  The descriptions of each of (a) the Common Stock, which is
         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 (b)
         the Company's Rights to Purchase Preference Stock, which is contained
         in the Company's Registration Statement on Form 8-A dated July 16,
         1990.

All documents filed with the Commission 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 to
this registration statement which indicates that all securities offered hereby
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 contained herein or 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 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.

                                      II-1
4
         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 such Director's 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 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
Number                       Description                         Statement             Number       Reference
- -------                      -----------                       ------------         ------------    ---------
4.1*            Restated Articles of Incorporation of        Form 10-Q for the         1-7629            3
                the Company.                                 quarter ended      
                                                             June 30, 1993

4.2*            Rights Agreement dated July 11, 1990         Form 8-K dated            1-7629         4(a)(1)
                between the Company and Texas Commerce       July 11, 1990
                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.

4.3*            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.

4.4             Houston Industries Incorporated
                Stock Plan for Outside Directors.

 5              Opinion of Baker & Botts, L.L.P.
II-2
5
23.1            Consent of Deloitte & Touche LLP

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;

                          (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, 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, 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 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.

                                      II-3
6
         (c)  Insofar as indemnification for liabilities arising under the
Securities Act 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, 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 or Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on May 22, 1996.

                                        HOUSTON INDUSTRIES INCORPORATED

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

                 Pursuant to the requirements of the Securities Act, this
Registration Statement or Amendment 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             May 22, 1996
- ---------------------------------------------     Officer and Director                                 
               (Don D. Jordan)                    (Principal Executive Officer
                                                  and Director)               
                                                                              

          /s/ Stephen W. Naeve                    Senior Vice President and                May 22, 1996
- ---------------------------------------           Chief Financial Officer                              
           (Stephen W. Naeve)                     (Principal Financial Officer)
                                                                               

          /s/ Mary P. Ricciardello                Vice President and Comptroller           May 22, 1996
- ------------------------------------------        (Principal Accounting Officer)                       
          (Mary P. Ricciardello)                                                

*JAMES A. BAKER III, RICHARD E.
BALZHISER, MILTON CARROLL, JOHN
T. CATER, ROBERT J. CRUIKSHANK,
LINNET F. DEILY, LEE W. HOGAN,                              Directors                      May 22, 1996
HOWARD W. HORNE, R. STEVE
LETBETTER, ALEXANDER F. SCHILT,
KENNETH L. SCHNITZER, SR., JACK T.
TROTTER, BERTRAM WOLFE

*By           /s/ Hugh Rice Kelly              
    -------------------------------------------
        (Hugh Rice Kelly, Attorney-in-Fact)
II-5
8
                               INDEX TO EXHIBITS
Report or            SEC File or
Exhibit                                              Registration          Registration     Exhibit
Number                                               Description            Statement       Number       Reference
- -------                                              ------------          ------------     -------      ---------
4.1*              Restated Articles of                Form 10-Q for           1-7629           3
                  Incorporation of the                the quarter
                  Company.                            ended June 30,
                                                      1993

4.2*              Rights Agreement dated July         Form 8-K dated          1-7629        4(a)(1)
                  11, 1990 between the Company        July 11, 1990
                  and Texas 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.

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

 4.4              Houston Industries
                  Incorporated Stock Plan for
                  Outside Directors.

  5               Opinion of Baker & Botts,
                  L.L.P.

23.1              Consent of Deloitte & Touche
                  LLP

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

 24               Powers of Attorney.
- --------------                                                                 

*Incorporated herein by reference as indicated.

                                     II-6